FORM N-PX/A
       ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                            INVESTMENT COMPANY

Investment Company Act file number: 811-05669

Fifth Third Funds
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  (Exact name of registrant as specified in charter)

3435 Stelzer Road, Columbus OH 43219
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  (Address of principal executive offices)

David Bunstine, 3435 Stelzer Road, Columbus OH 43219
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  (Name and address of agent for service)


Registrant's telephone number, including area code: 614-470-8000

Date of Fiscal year-end: 7/31/2003

Reporting Period: 07/01/2003 - 06/30/2004


========================== FIFTH THIRD BALANCED FUND ===========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Douglas Ford            For       For        Management
1.2   Elect Director James F. Hardymon          For       For        Management
1.3   Elect Director Paula G. Rosput            For       For        Management
1.4   Elect Director Lawrason D. Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management


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ALCOA INC.

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

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


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ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Duane Ackerman         For       For        Management
1.2   Elect  Director James G. Andress          For       For        Management
1.3   Elect  Director Edward A. Brennan         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Jack M. Greenberg         For       For        Management
1.6   Elect  Director Ronald T. LeMay           For       For        Management
1.7   Elect  Director Edward M. Liddy           For       For        Management
1.8   Elect  Director J. Christopher Reyes      For       For        Management
1.9   Elect  Director H. John Riley, Jr.        For       For        Management
1.10  Elect  Director Joshua I. Smith           For       For        Management
1.11  Elect  Director Judith A. Sprieser        For       For        Management
1.12  Elect  Director Mary Alice Taylor         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott T. Ford             For       For        Management
1.2   Elect  Director Lawrence L. Gellerstedt,  For       For        Management
      III
1.3   Elect  Director Emon A. Mahony, Jr.       For       For        Management
1.4   Elect  Director Ronald Townsend           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ammend EEO - Sexual Orientation           Against   For        Shareholder


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AMERICAN INTERNATIONAL GROUP, INC.

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

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


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  53015103
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Joseph A. Califano, Jr.    For       For        Management
1.5   Elect Director Leon G. Cooperman          For       For        Management
1.6   Elect Director Ann Dibble Jordan          For       For        Management
1.7   Elect Director Harvey M. Krueger          For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Henry Taub                 For       For        Management
1.10  Elect Director Arthur F. Weinbach         For       For        Management
1.11  Elect Director Josh S. Weston             For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Outside Director Stock Awards in  For       For        Management
      Lieu of Cash
5     Ratify Auditors                           For       For        Management


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BANK OF AMERICA CORP.

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

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


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


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BIOMET, INC.

Ticker:       BMET           Security ID:  90613100
Meeting Date: SEP 27, 2003   Meeting Type: Annual
Record Date:  AUG 7, 2003

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


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CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Boles, Jr.     For       For        Management
1.2   Elect  Director W. Bruce Hanks            For       For        Management
1.3   Elect  Director C.G. Melville, Jr.        For       For        Management
1.4   Elect  Director Glen F. Post, III         For       For        Management
2     Ratify Auditors                           For       For        Management


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CHECK POINT SOFTWARE TECHNOLOGIES INC

Ticker:       CHKP           Security ID:  M22465104
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For       For        Management
      DIRECTORS): (NOTE: DIRECTORS ARE ELECTED
      AS A GROUP, NOT INDIVIDUALLY): GIL SHWED,
      MARIUS NACHT, DAVID RUBNER, TAL SHAVIT.
2     TO RATIFY THE CONSOLIDATED FINANCIAL      For       For        Management
      STATEMENTS OF THE COMPANY FOR THE YEAR
      ENDED DECEMBER 31, 2003.
3     TO RATIFY THE APPOINTMENT AND             For       For        Management
      COMPENSATION OF THE COMPANY S INDEPENDENT
      PUBLIC ACCOUNTANTS.
4     TO APPROVE AMENDMENT TO DIRECTORS         For       Against    Management
      COMPENSATION.
5     TO APPROVE EXECUTIVE OFFICERS             For       Against    Management
      COMPENSATION.


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Dudley C. Mecum           For       For        Management
1.9   Elect  Director Richard D. Parsons        For       For        Management
1.10  Elect  Director Andrall E. Pearson        For       For        Management
1.11  Elect  Director Charles Prince            For       For        Management
1.12  Elect  Director Robert E. Rubin           For       For        Management
1.13  Elect  Director Franklin A. Thomas        For       For        Management
1.14  Elect  Director Sanford I. Weill          For       For        Management
1.15  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


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DOVER CORP.

Ticker:       DOV            Security ID:  260003108
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David H. Benson           For       For        Management
1.2   Elect  Director Jean-Pierre M. Ergas      For       For        Management
1.3   Elect  Director Kristiane C. Graham       For       For        Management
1.4   Elect  Director Ronald L. Hoffman         For       For        Management
1.5   Elect  Director James L. Koley            For       For        Management
1.6   Elect  Director Richard K. Lochridge      For       For        Management
1.7   Elect  Director Thomas L. Reece           For       For        Management
1.8   Elect  Director Bernard G. Rethore        For       For        Management
1.9   Elect  Director Gary L. Roubos            For       Withhold   Management
1.10  Elect  Director Michael B. Stubbs         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Other Business                            For       Against    Management


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ECOLAB, INC.

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

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


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EMERSON ELECTRIC CO.

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

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


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EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director James R. Houghton         For       For        Management
1.3   Elect  Director William R. Howell         For       For        Management
1.4   Elect  Director Reatha Clark King         For       For        Management
1.5   Elect  Director Philip E. Lippincott      For       For        Management
1.6   Elect  Director Harry J. Longwell         For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Affirm Political Nonpartisanship          Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Report on Equatorial Guinea               Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation
11    Report on Climate Change Research         Against   Against    Shareholder


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FASTENAL CO.

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Kierlin         For       Withhold   Management
1.2   Elect  Director Stephen M. Slaggie        For       Withhold   Management
1.3   Elect  Director Michael M. Gostomski      For       For        Management
1.4   Elect  Director John D. Remick            For       For        Management
1.5   Elect  Director Henry K. McConnon         For       For        Management
1.6   Elect  Director Robert A. Hansen          For       For        Management
1.7   Elect  Director Willard D. Oberton        For       Withhold   Management
1.8   Elect  Director Michael J. Dolan          For       For        Management
1.9   Elect  Director Reyne K. Wisecup          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Sherry S. Barrat          For       For        Management
1.3   Elect  Director Robert M. Beall, Ii       For       For        Management
1.4   Elect  Director J. Hyatt Brown            For       For        Management
1.5   Elect  Director James L. Camaren          For       For        Management
1.6   Elect  Director Lewis Hay III             For       For        Management
1.7   Elect  Director Frederic V. Malek         For       For        Management
1.8   Elect  Director Michael H. Thaman         For       For        Management
1.9   Elect  Director Paul R. Tregurtha         For       For        Management
1.10  Elect  Director Frank G. Zarb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Increase Authorized Common Stock          For       For        Management


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GENERAL ELECTRIC CO.

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

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


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GILLETTE CO., THE

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

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


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GUIDANT CORP.

Ticker:       GDT            Security ID:  401698105
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maurice A. Cox, Jr.       For       For        Management
1.2   Elect  Director Nancy-Ann Min DeParle     For       For        Management
1.3   Elect  Director Ronald W. Dollens         For       For        Management
1.4   Elect  Director Enrique C. Falla          For       For        Management
1.5   Elect  Director Kristina M. Johnson,      For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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INTEL CORP.

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

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


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INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       For        Management
1.5   Elect  Director M. Judah Folkman          For       For        Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Against    Shareholder


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 2, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger S. Berlind          For       For        Management
1.2   Elect  Director Marsha Johnson Evans      For       For        Management
1.3   Elect  Director Sir Christopher Gent      For       For        Management
1.4   Elect  Director Dina Merrill              For       For        Management
2     Ratify Auditors                           For       For        Management


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

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank T. Cary             For       For        Management
1.2   Elect  Director Paul J. Curlander         For       For        Management
1.3   Elect  Director Martin D. Walker          For       For        Management
1.4   Elect  Director James F. Hardymon         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

MAXIM INTEGRATED PRODUCTS, INC.

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

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


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Walter E. Massey          For       For        Management
1.3   Elect  Director John W. Rogers, Jr.       For       For        Management
1.4   Elect  Director Anne-Marie Slaughter      For       For        Management
1.5   Elect  Director Roger W. Stone            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

MEDCO HEALTH SOLUTIONS INC

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

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


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

MEDTRONIC, INC.

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

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


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jared L. Cohon            For       For        Management
1.2   Elect  Director Ira J. Gumberg            For       For        Management
1.3   Elect  Director Martin G. Mcguinn         For       For        Management
1.4   Elect  Director David S. Shapira          For       For        Management
1.5   Elect  Director John P. Surma             For       For        Management
1.6   Elect  Director Edward J. Mcaniff         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MICROSOFT CORP.

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

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


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

NOBLE CORP

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director Jack E. Little            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Duane L. Burnham          For       For        Management
1.2   Elect  Director Dolores E. Cross          For       For        Management
1.3   Elect  Director Susan Crown               For       For        Management
1.4   Elect  Director Robert S. Hamada          For       For        Management
1.5   Elect  Director Robert A. Helman          For       Withhold   Management
1.6   Elect  Director Dipak C. Jain             For       For        Management
1.7   Elect  Director Arthur L. Kelly           For       For        Management
1.8   Elect  Director Robert C. Mccormack       For       For        Management
1.9   Elect  Director Edward J. Mooney          For       For        Management
1.10  Elect  Director William A. Osborn         For       For        Management
1.11  Elect  Director John W. Rowe              For       For        Management
1.12  Elect  Director Harold B. Smith           For       For        Management
1.13  Elect  Director William D. Smithburg      For       For        Management
2     Ratify Auditors                           For       For        Management


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Wren              For       For        Management
1.2   Elect  Director Bruce Crawford            For       For        Management
1.3   Elect  Director Robert Charles Clark      For       For        Management
1.4   Elect  Director Leonard S. Coleman, Jr.   For       For        Management
1.5   Elect  Director Errol M. Cook             For       For        Management
1.6   Elect  Director Susan S. Denison          For       For        Management
1.7   Elect  Director Michael A. Henning        For       For        Management
1.8   Elect  Director John R. Murphy            For       For        Management
1.9   Elect  Director John R. Purcell           For       For        Management
1.10  Elect  Director Linda Johnson Rice        For       For        Management
1.11  Elect  Director Gary L. Roubos            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Duane E. Collins           For       For        Management
1.2   Elect Director Robert J. Kohlhepp         For       For        Management
1.3   Elect Director Giulio Mazzalupi           For       For        Management
1.4   Elect Director Klaus-Peter Muller         For       For        Management
1.5   Elect Director Allan L. Rayfield          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

PAYCHEX, INC.

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

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


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Franklin D. Raines        For       For        Management
1.7   Elect  Director Steven S. Reinemund       For       For        Management
1.8   Elect  Director Sharon Percy Rockefeller  For       For        Management
1.9   Elect  Director James J. Schiro           For       For        Management
1.10  Elect  Director Franklin A. Thomas        For       For        Management
1.11  Elect  Director Cynthia M. Trudell        For       For        Management
1.12  Elect  Director Solomon D. Trujillo       For       For        Management
1.13  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alejandro Achaval         For       For        Management
1.2   Elect  Director Ronald L. Kuehn, Jr.      For       For        Management
1.3   Elect  Director H. Mitchell Watson, Jr.   For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Stockholder Protection Rights     For       For        Management
      Agreement


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Teresa Beck               For       For        Management
1.2   Elect  Director R.D. Cash                 For       For        Management
1.3   Elect  Director Robert E. McKee III       For       Withhold   Management
1.4   Elect  Director Gary G. Michael           For       For        Management
1.5   Elect  Director Charles B. Stanley        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


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

SUNGARD DATA SYSTEMS INC.

Ticker:       SDS            Security ID:  867363103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory S. Bentley        For       Withhold   Management
1.2   Elect  Director Michael C. Brooks         For       For        Management
1.3   Elect  Director Cristobal Conde           For       For        Management
1.4   Elect  Director Ramon de Oliveira         For       For        Management
1.5   Elect  Director Henry C. Duques           For       For        Management
1.6   Elect  Director Albert A. Eisenstat       For       For        Management
1.7   Elect  Director Bernard Goldstein         For       For        Management
1.8   Elect  Director Janet Brutschea Haugen    For       For        Management
1.9   Elect  Director James L. Mann             For       For        Management
1.10  Elect  Director Malcolm I. Ruddock        For       For        Management
2     Ratify Auditors                           For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michele J. Hooper         For       For        Management
1.3   Elect  Director Anne M. Mulcahy           For       For        Management
1.4   Elect  Director Stephen W. Sanger         For       For        Management
1.5   Elect  Director Warren R. Staley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

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


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

VIACOM INC.

Ticker:       VIA            Security ID:  925524100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

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


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Prepare Sustainability Report             Against   For        Shareholder
8     Report on Stock Option Distribution by    Against   For        Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   For        Shareholder
11    Submit Executive Compensation to Vote     Against   For        Shareholder


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

WALGREEN CO.

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

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


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

WELLS FARGO & COMPANY

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

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


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

WENDY'S INTERNATIONAL, INC.

Ticker:       WEN            Security ID:  950590109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Janet Hill                For       For        Management
1.2   Elect  Director Paul D. House             For       For        Management
1.3   Elect  Director John R. Thompson          For       For        Management
1.4   Elect  Director J. Randolph Lewis         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management




============================ FIFTH THIRD BOND FUND =============================




================= FIFTH THIRD DISCIPLINED LARGE CAP VALUE FUND =================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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

ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Duane Ackerman         For       For        Management
1.2   Elect  Director James G. Andress          For       For        Management
1.3   Elect  Director Edward A. Brennan         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Jack M. Greenberg         For       For        Management
1.6   Elect  Director Ronald T. LeMay           For       For        Management
1.7   Elect  Director Edward M. Liddy           For       For        Management
1.8   Elect  Director J. Christopher Reyes      For       For        Management
1.9   Elect  Director H. John Riley, Jr.        For       For        Management
1.10  Elect  Director Joshua I. Smith           For       For        Management
1.11  Elect  Director Judith A. Sprieser        For       For        Management
1.12  Elect  Director Mary Alice Taylor         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder


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

ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott T. Ford             For       For        Management
1.2   Elect  Director Lawrence L. Gellerstedt,  For       For        Management
      III
1.3   Elect  Director Emon A. Mahony, Jr.       For       For        Management
1.4   Elect  Director Ronald Townsend           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ammend EEO - Sexual Orientation           Against   For        Shareholder


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

AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. R. Brooks              For       For        Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Leonard J. Kujawa         For       For        Management
1.8   Elect  Director Michael G. Morris         For       For        Management
1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
4     Submit Executive Pension Benefit to Vote  Against   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Establish Term Limits for Directors       Against   Against    Shareholder


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

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry Barcus              For       Did Not    Management
                                                          Vote
1.2   Elect  Director James L. Bryan            For       Did Not    Management
                                                          Vote
1.3   Elect  Director James T. Hackett          For       Did Not    Management
                                                          Vote
2     Approve Executive Incentive Bonus Plan    For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Report on Greenhouse Gas Emissions        Against   Did Not    Shareholder
                                                          Vote


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

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick G. Ryan           For       For        Management
1.2   Elect  Director Edgar D. Jannotta         For       Withhold   Management
1.3   Elect  Director Jan Kalff                 For       Withhold   Management
1.4   Elect  Director Lester B. Knight          For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
1.6   Elect  Director R. Eden Martin            For       For        Management
1.7   Elect  Director Andrew J. McKenna         For       For        Management
1.8   Elect  Director Robert S. Morrison        For       For        Management
1.9   Elect  Director Richard C. Notebaert      For       For        Management
1.10  Elect  Director Michael D. O'Halleran     For       For        Management
1.11  Elect  Director John W. Rogers, Jr.       For       For        Management
1.12  Elect  Director Gloria Santona            For       For        Management
1.13  Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


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

BOB EVANS FARMS, INC.

Ticker:       BOBE           Security ID:  96761101
Meeting Date: SEP 8, 2003    Meeting Type: Annual
Record Date:  JUL 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry C. Corbin            For       For        Management
1.2   Elect Director Stewart K. Owens           For       For        Management
1.3   Elect Director Robert E.H. Rabold         For       Withhold   Management


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

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


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

BRUNSWICK CORP.

Ticker:       BC             Security ID:  117043109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Jeffrey L. Bleustein      For       For        Management
1.3   Elect  Director Graham H. Phillips        For       For        Management
2     Ratify Auditors                           For       For        Management


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

CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  127209302
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINANCIAL STATEMENTS                      For       For        Management
2     DECLARATION OF FINAL DIVIDEND 2003        For       For        Management
3     DIRECTORS  REMUNERATION REPORT            For       For        Management
4.1   Elect  Director John Sunderland           For       For        Management
4.2   Elect  Director Ken Hanna                 For       For        Management
4.3   Elect  Director Rick Braddock             For       For        Management
4.4   Elect  Director Roger Carr                For       For        Management
4.5   Elect  Director David Thompson            For       For        Management
5     Ratify Auditors                           For       For        Management
6     REMUNERATION OF AUDITORS                  For       For        Management
7     AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
8     AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS  For       For        Management
9     AUTHORITY TO PURCHASE OWN ORDINARY SHARES For       For        Management
10    AMEND RULES OF THE SHARE OPTION PLAN 1994 For       For        Management
11    AMEND RULES OF THE 1997 LONG TERM         For       For        Management
      INCENTIVE PLAN
12    APPROVAL OF THE BONUS SHARE RETENTION     For       For        Management
      PLAN 2004
13    AMEND RULES OF EIGHT NAMED SHARE          For       For        Management
      SCHEMES/PLANS
14    ESTABLISH FURTHER EMPLOYEE SHARE PLAN OR  For       For        Management
      PLANS


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

CARNIVAL CORP.

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

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


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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Dillon            For       For        Management
1.2   Elect  Director Juan Gallardo             For       For        Management
1.3   Elect  Director William A. Osborn         For       For        Management
1.4   Elect  Director Gordon R. Parker          For       For        Management
1.5   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Report on Equipment Sales to Israel       Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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

CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       For        Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director J. Bennett Johnston       For       For        Management
1.8   Elect  Director Sam Nunn                  For       For        Management
1.9   Elect  Director David J. O'Reilly         For       For        Management
1.10  Elect  Director Peter J. Robertson        For       For        Management
1.11  Elect  Director Charles R. Shoemate       For       For        Management
1.12  Elect  Director Carl Ware                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Against    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Against    Shareholder


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

CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert R. Gamper, Jr.     For       For        Management
1.2   Elect  Director Gary C. Butler            For       For        Management
1.3   Elect  Director William A. Farlinger      For       For        Management
1.4   Elect  Director William M. Freeman        For       For        Management
1.5   Elect  Director Hon. Thomas H. Kean       For       For        Management
1.6   Elect  Director Edward J. Kelly, III      For       For        Management
1.7   Elect  Director Marianne Miller Parrs     For       For        Management
1.8   Elect  Director Jeffrey M. Peek           For       For        Management
1.9   Elect  Director John R. Ryan              For       For        Management
1.10  Elect  Director Peter J. Tobin            For       For        Management
1.11  Elect  Director Lois M. Van Deusen        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUL 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David H. Batchelder        For       For        Management
1.2   Elect Director Robert A. Krane            For       For        Management
1.3   Elect Director Mark H. Rauenhorst         For       For        Management
1.4   Elect Director Bruce Rohde                For       For        Management
2     Ratify Auditors                           For       For        Management
4     Genetically Modified Organisms (GMO)      Against   Against    Shareholder
5     Modify Current and Future Stock Option    Against   Against    Shareholder
      Plans
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Report on Drilling in the Arctic National Against   Against    Shareholder
      Wildlife Refuge


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

CVS CORPORATION

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

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


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

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold A. Allemang        For       For        Management
1.2   Elect  Director John C. Danforth          For       For        Management
1.3   Elect  Director Jeff M. Fettig            For       For        Management
1.4   Elect  Director Andrew N. Liveris         For       For        Management
1.5   Elect  Director James M. Ringler          For       For        Management
1.6   Elect  Director William S. Stavropoulos   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Report on Social Initiatives in Bhopal    Against   Against    Shareholder


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

EQUITY OFFICE PROPERTIES TRUST

Ticker:       EOP            Security ID:  294741103
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas E. Dobrowski       For       For        Management
1.2   Elect  Director William M. Goodyear       For       For        Management
1.3   Elect  Director James D. Harper, Jr.      For       For        Management
1.4   Elect  Director Richard D. Kincaid        For       For        Management
1.5   Elect  Director David K. Mckown           For       For        Management
1.6   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.7   Elect  Director Edwin N. Sidman           For       For        Management
1.8   Elect  Director J. H.W.R. Van Der Vlist   For       For        Management
1.9   Elect  Director Samuel Zell               For       For        Management
2     Ratify Auditors                           For       For        Management


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

FLEETBOSTON FINANCIAL CORP.

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

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


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Sherry S. Barrat          For       For        Management
1.3   Elect  Director Robert M. Beall, Ii       For       For        Management
1.4   Elect  Director J. Hyatt Brown            For       For        Management
1.5   Elect  Director James L. Camaren          For       For        Management
1.6   Elect  Director Lewis Hay III             For       For        Management
1.7   Elect  Director Frederic V. Malek         For       For        Management
1.8   Elect  Director Michael H. Thaman         For       For        Management
1.9   Elect  Director Paul R. Tregurtha         For       For        Management
1.10  Elect  Director Frank G. Zarb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Increase Authorized Common Stock          For       For        Management


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James A. Johnson          For       Did Not    Management
                                                          Vote
1.2   Elect  Director Douglas H. McCorkindale   For       Did Not    Management
                                                          Vote
1.3   Elect  Director Stephen P. Munn           For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote


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

GENERAL DYNAMICS CORP.

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

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


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

GENUINE PARTS CO.

Ticker:       GPC            Security ID:  372460105
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jean Douville             For       For        Management
1.2   Elect  Director Michael M.E. Johns, M.D.  For       For        Management
1.3   Elect  Director J. Hicks Lanier           For       For        Management
1.4   Elect  Director Wendy B. Needham          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Company-Specific -- Shareholder           Against   Against    Shareholder
      Miscellaneous


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Crandall        For       For        Management
1.2   Elect  Director Kenneth T. Derr           For       For        Management
1.3   Elect  Director Charles J. DiBona         For       For        Management
1.4   Elect  Director W. R. Howell              For       For        Management
1.5   Elect  Director Ray L. Hunt               For       For        Management
1.6   Elect  Director David J. Lesar            For       For        Management
1.7   Elect  Director Aylwin B. Lewis           For       For        Management
1.8   Elect  Director J. Landis Martin          For       For        Management
1.9   Elect  Director Jay A. Precourt           For       For        Management
1.10  Elect  Director Debra L. Reed             For       For        Management
1.11  Elect  Director C. J. Silas               For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Review/Report on Operations in Iran       Against   Against    Shareholder
4     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ramani Ayer               For       For        Management
1.2   Elect  Director Ronald E. Ferguson        For       For        Management
1.3   Elect  Director Edward J. Kelly, III      For       For        Management
1.4   Elect  Director Paul G. Kirk, Jr.         For       For        Management
1.5   Elect  Director Thomas M. Marra           For       For        Management
1.6   Elect  Director Gail J. McGovern          For       For        Management
1.7   Elect  Director Robert W. Selander        For       For        Management
1.8   Elect  Director Charles B. Strauss        For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Gordon I. Ulmer           For       For        Management
1.11  Elect  Director David K. Zwiener          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Management Stock Purchase Plan      For       For        Management


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


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

HONDA MOTOR CO. LTD.

Ticker:       HMC            Security ID:  438128308
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  MAY 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSAL FOR APPROPRIATION OF For       For        Management
      RETAINED EARNINGS FOR THE 80TH FISCAL
      YEAR.
2     PARTIAL AMENDMENTS TO THE ARTICLES OF     For       For        Management
      INCORPORATION.
3.1   Elect  Director T. Fukui                  For       For        Management
3.2   Elect  Director K. Amemiya                For       For        Management
3.3   Elect  Director M. Hagino                 For       For        Management
3.4   Elect  Director M. Harada                 For       For        Management
3.5   Elect  Director M. Shiraishi              For       For        Management
3.6   Elect  Director S. Aoki                   For       For        Management
3.7   Elect  Director A. Hyogo                  For       For        Management
3.8   Elect  Director S. Dobashi                For       For        Management
3.9   Elect  Director S. Toshida                For       For        Management
3.10  Elect  Director K. Hirashima              For       For        Management
3.11  Elect  Director K. Kondo                  For       For        Management
3.12  Elect  Director Y. Ikenoya                For       For        Management
3.13  Elect  Director T. Onda                   For       For        Management
3.14  Elect  Director A. Takano                 For       For        Management
3.15  Elect  Director T. Ito                    For       For        Management
3.16  Elect  Director S. Kishi                  For       For        Management
3.17  Elect  Director H. Yoshino                For       For        Management
3.18  Elect  Director M. Yoshimi                For       For        Management
3.19  Elect  Director M. Kato                   For       For        Management
3.20  Elect  Director S. Takagi                 For       For        Management
3.21  Elect  Director H. Kuroda                 For       For        Management
3.22  Elect  Director A. Hamada                 For       For        Management
3.23  Elect  Director T. Kowashi                For       For        Management
3.24  Elect  Director T. Iwamura                For       For        Management
3.25  Elect  Director T. Yamamoto               For       For        Management
3.26  Elect  Director M. Takabayashi            For       For        Management
3.27  Elect  Director T. Oyamo                  For       For        Management
3.28  Elect  Director S. Kanazawa               For       For        Management
3.29  Elect  Director M. Nishimae               For       For        Management
3.30  Elect  Director F. Ike                    For       For        Management
3.31  Elect  Director M. Yamashita              For       For        Management
3.32  Elect  Director H. Kobayashi              For       For        Management
3.33  Elect  Director K. Sagawa*                For       For        Management
3.34  Elect  Director K. Iiyama*                For       For        Management
3.35  Elect  Director H. Oshima*                For       For        Management
3.36  Elect  Director S. Minekawa*              For       For        Management
4     ELECTION AS CORPORATE AUDITOR: KOJI       For       For        Management
      MIYAJIMA
5     ELECTION AS CORPORATE AUDITOR: HIROSHI    For       For        Management
      OKUBO
6     ELECTION AS CORPORATE AUDITOR: FUMIHIKO   For       For        Management
      SAITO
7     REVISION OF AMOUNT OF REMUNERATION        For       For        Management
      PAYABLE TO DIRECTORS.
8     PAYMENT OF BONUS TO DIRECTORS AND         For       For        Management
      CORPORATE AUDITORS FOR THE 80TH FISCAL
      YEAR.
9     PRESENTATION OF RETIREMENT ALLOWANCE TO   For       For        Management
      RETIRING DIRECTORS AND CORPORATE AUDITORS
      FOR THEIR RESPECTIVE SERVICES.


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

HONEYWELL INTERNATIONAL, INC.

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

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


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


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

INTERNATIONAL PAPER CO.

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

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


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

JPMORGAN CHASE & CO.

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

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


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

KEYCORP

Ticker:       KEY            Security ID:  493267108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander M. Cutler       For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Eduardo R. Menasce        For       For        Management
1.4   Elect  Director Henry L. Meyer III        For       For        Management
1.5   Elect  Director Peter G. Ten Eyck, II     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

KING PHARMACEUTICALS INC.

Ticker:       KG             Security ID:  495582108
Meeting Date: NOV 4, 2003    Meeting Type: Annual
Record Date:  SEP 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Earnest W. Deavenport, Jr. For       For        Management
      as Class II Director
1.2   Elect Director Elizabeth M. Greetham as   For       For        Management
      Class II Director
1.3   Elect Director James R. Lattanzi as Class For       For        Management
      III Director
1.4   Elect Director Philip M. Pfeffer as Class For       For        Management
      II Director
1.5   Elect Director Ted G. Wood as Class I     For       For        Management
      Director
2     Ratify Auditors                           For       For        Management


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

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles F. Bolden, Jr.    For       For        Management
1.2   Elect  Director Charles R. Lee            For       For        Management
1.3   Elect  Director Dennis H. Reilley         For       For        Management
1.4   Elect  Director Thomas J. Usher           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

MASCO CORP.

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter A. Dow              For       For        Management
1.2   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.3   Elect  Director Wayne B. Lyon             For       For        Management
1.4   Elect  Director David L. Johnston         For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

MAY DEPARTMENT STORES CO., THE

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

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


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Walter E. Massey          For       For        Management
1.3   Elect  Director John W. Rogers, Jr.       For       For        Management
1.4   Elect  Director Anne-Marie Slaughter      For       For        Management
1.5   Elect  Director Roger W. Stone            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

MERCK & CO., INC.

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

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


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Joseph W. Prueher         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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

NEWELL RUBBERMAID INC.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott S. Cowen            For       For        Management
1.2   Elect  Director Cynthia A. Montgomery     For       For        Management
1.3   Elect  Director Allan P. Newell           For       For        Management
1.4   Elect  Director Gordon R. Sullivan        For       For        Management
2     Ratify Auditors                           For       For        Management


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       For        Management
1.2   Elect  Director Dennis E. Foster          For       For        Management
1.3   Elect  Director Richard L. Thompson       For       For        Management
1.4   Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Duane E. Collins           For       For        Management
1.2   Elect Director Robert J. Kohlhepp         For       For        Management
1.3   Elect Director Giulio Mazzalupi           For       For        Management
1.4   Elect Director Klaus-Peter Muller         For       For        Management
1.5   Elect Director Allan L. Rayfield          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

ROYAL DUTCH PETROLEUM CO.

Ticker:       RPETY          Security ID:  780257804
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:  MAY 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINALIZATION OF THE BALANCE SHEET AS AT   For       For        Management
      DECEMBER 31, 2003, THE PROFIT AND LOSS
      ACCOUNT FOR THE YEAR 2003 AND THE NOTES
      TO THE BALANCE SHEET AND THE PROFIT AND
      LOSS ACCOUNT.
2     DECLARATION OF THE TOTAL DIVIDEND FOR THE For       For        Management
      YEAR 2003.
3     DISCHARGE OF THE MANAGING DIRECTORS OF    For       Against    Management
      RESPONSIBILITY IN RESPECT OF THEIR
      MANAGEMENT FOR THE YEAR 2003.
4     DISCHARGE OF THE MEMBERS OF THE           For       Against    Management
      SUPERVISORY BOARD OF RESPONSIBILITY FOR
      THEIR SUPERVISION FOR THE YEAR 2003.
5     APPOINTMENT OF MS. L.Z. COOK AS A         For       For        Management
      MANAGING DIRECTOR OF THE COMPANY.*
6     APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A For       For        Management
      MEMBER OF THE SUPERVISORY BOARD.*
7     APPOINTMENT OF MR. M.A. VAN DEN BERGH AS  For       For        Management
      A MEMBER OF THE SUPERVISORY BOARD OWING
      TO RETIREMENT BY ROTATION.*
8     REDUCTION OF THE ISSUED SHARE CAPITAL     For       For        Management
      WITH A VIEW TO CANCELLA- TION OF THE
      SHARES ACQUIRED BY THE COMPANY IN ITS OWN
      CAPITAL.
9     AUTHORIZATION OF THE BOARD OF MANAGEMENT, For       For        Management
      PURSUANT TO ARTICLE 98, BOOK 2 OF THE
      NETHERLANDS CIVIL CODE, AS THE COMPETENT
      BODY TO ACQUIRE SHARES IN THE CAPITAL OF
      THE COMPANY.


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

RPM INTERNATIONAL INC.

Ticker:       RPM            Security ID:  749685103
Meeting Date: OCT 10, 2003   Meeting Type: Annual
Record Date:  AUG 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce A. Carbonari         For       For        Management
1.2   Elect Director James A. Karman            For       For        Management
1.3   Elect Director Donald K. Miller           For       For        Management
1.4   Elect Director Joseph P. Viviano          For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan


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

SHERWIN-WILLIAMS CO., THE

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Boland           For       For        Management
1.2   Elect  Director John G. Breen             For       For        Management
1.3   Elect  Director Duane E. Collins          For       For        Management
1.4   Elect  Director Christopher M. Connor     For       For        Management
1.5   Elect  Director Daniel E. Evans           For       For        Management
1.6   Elect  Director Susan J. Kropf            For       Withhold   Management
1.7   Elect  Director Robert W. Mahoney         For       For        Management
1.8   Elect  Director Gary E. McCullough        For       For        Management
1.9   Elect  Director A. Malachi Mixon, III     For       For        Management
1.10  Elect  Director Curtis E. Moll            For       Withhold   Management
1.11  Elect  Director Joseph M. Scaminace       For       For        Management
1.12  Elect  Director Richard K. Smucker        For       For        Management
2     Amend Bylaws                              For       Against    Management
3     Amend Bylaws                              For       For        Management
4     Amend Nomination Procedures for the Board For       For        Management
5     Ratify Auditors                           For       For        Management


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Hicks Lanier           For       For        Management
1.2   Elect  Director Larry L. Prince           For       For        Management
1.3   Elect  Director Frank S. Royal, M.D.      For       For        Management
1.4   Elect  Director Robert M. Beall, II       For       For        Management
1.5   Elect  Director Jeffrey C. Crowe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SUPERVALU INC.

Ticker:       SVU            Security ID:  868536103
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Lillis          For       For        Management
1.2   Elect Director Jeffrey Noodle             For       For        Management
1.3   Elect Director Steven S. Rogers           For       For        Management
1.4   Elect Director Ronald E. Daly             For       For        Management
1.5   Elect Director Marissa Peterson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


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

THOMAS & BETTS CORP.

Ticker:       TNB            Security ID:  884315102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.H. Drew                 For       For        Management
1.2   Elect  Director T.K. Dunnigan             For       For        Management
1.3   Elect  Director J.K. Hauswald             For       For        Management
1.4   Elect  Director D. Jernigan               For       For        Management
1.5   Elect  Director R.B. Kalich Sr.           For       For        Management
1.6   Elect  Director R.A. Kenkel               For       For        Management
1.7   Elect  Director K.R. Masterson            For       For        Management
1.8   Elect  Director D.J. Pileggi              For       For        Management
1.9   Elect  Director J.P. Richard              For       For        Management
1.10  Elect  Director J.L. Stead                For       For        Management
1.11  Elect  Director D.D. Stevens              For       For        Management
1.12  Elect  Director W.H. Waltrip              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


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

VALERO ENERGY CORP.

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. Glenn Biggs            For       For        Management
1.2   Elect  Director Ruben M. Escobedo         For       For        Management
1.3   Elect  Director Bob Marbut                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


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

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven R. Rogel           For       For        Management
1.2   Elect  Director William D. Ruckelshaus    For       For        Management
1.3   Elect  Director Richard H. Sinkfield      For       For        Management
1.4   Elect  Director James N. Sullivan         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Declassify the Board of Directors         Against   For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Implement Restricted Share Executive      Against   For        Shareholder
      Compensation Plan
6     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
7     Develop Policy Regarding Old Growth       Against   Against    Shareholder
      Forests
8     Ratify Auditors                           For       For        Management




======================== FIFTH THIRD EQUITY INDEX FUND =========================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Withhold   Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director W. James McNerney, Jr.    For       Withhold   Management
1.4   Elect  Director Kevin W. Sharer           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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

ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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

ACE LTD.

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

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


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

ADC TELECOMMUNICATIONS, INC.

Ticker:       ADCT           Security ID:  000886101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Annunziata         For       For        Management
1.2   Elect  Director John J. Boyle III         For       For        Management
1.3   Elect  Director Larry W. Wangberg         For       For        Management
1.4   Elect  Director Robert E. Switz           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

ADOBE SYSTEMS INC.

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

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


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

ADVANCED MICRO DEVICES, INC.

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

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


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

AES CORP., THE

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

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


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

AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy Z. Cohen            For       For        Management
1.2   Elect  Director Barbara Hackman Franklin  For       For        Management
1.3   Elect  Director Jeffrey E. Garten         For       For        Management
1.4   Elect  Director Earl G. Graves            For       For        Management
1.5   Elect  Director Gerald Greenwald          For       For        Management
1.6   Elect  Director Ellen M. Hancock          For       For        Management
1.7   Elect  Director Michael H. Jordan         For       For        Management
1.8   Elect  Director Jack D. Kuehler           For       For        Management
1.9   Elect  Director Edward J. Ludwig          For       For        Management
1.10  Elect  Director Joseph P. Newhouse        For       For        Management
1.11  Elect  Director Judith Rodin              For       For        Management
1.12  Elect  Director John W. Rowe, M.D.        For       For        Management
1.13  Elect  Director Ronald A. Williams        For       For        Management
1.14  Elect  Director R. David Yost             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder


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

AFLAC INCORPORATED

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

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


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

AGILENT TECHNOLOGIES INC.

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

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


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

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Douglas Ford            For       For        Management
1.2   Elect Director James F. Hardymon          For       For        Management
1.3   Elect Director Paula G. Rosput            For       For        Management
1.4   Elect Director Lawrason D. Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management


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

ALBERTO-CULVER CO.

Ticker:       ACV            Security ID:  013068101
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. G. Atwater, Jr.         For       For        Management
1.2   Elect Director Sam J. Susser              For       For        Management
1.3   Elect Director William W. Wirtz           For       For        Management
1.4   Elect Director John A. Miller             For       For        Management
1.5   Elect Director James G. Brocksmith, Jr.   For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Articles                            For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

ALBERTSON'S INC.

Ticker:       ABS            Security ID:  013104104
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pamela G. Bailey          For       For        Management
1.2   Elect  Director Teresa Beck               For       Withhold   Management
1.3   Elect  Director Beth M. Pritchard         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
6     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
7     Declassify the Board of Directors         Against   For        Shareholder


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

ALCOA INC.

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

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


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

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eleanor Baum              For       For        Management
1.2   Elect  Director Cyrus F. Freidheim, Jr.   For       For        Management
1.3   Elect  Director Ted J. Kleisner           For       For        Management
2     Eliminate Cumulative Voting               For       Against    Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend Vote Requirements to Amend          For       For        Shareholder
      Articles/Bylaws/Charter
7     Submit Shareholder Rights Plan (Poison    For       For        Shareholder
      Pill) to Shareholder Vote
8     Declassify the Board of Directors         For       For        Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Expense Stock Options                     Against   For        Shareholder
11    Adopt a Policy that will Commit Executive Against   For        Shareholder
      & Directors to Hold at Least 50% of their
      Shares
12    Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
13    Restore Preemptive Rights of Shareholders Against   Against    Shareholder
14    Reincorporate in Another State from       Against   For        Shareholder
      Maryland to Delaware


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

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  17361106
Meeting Date: NOV 14, 2003   Meeting Type: Annual
Record Date:  SEP 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       For        Management
1.2   Elect Director Julia L. Johnson           For       For        Management
1.3   Elect Director Gunnar E. Sarsten          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Performance- Based/Indexed Options        Against   Against    Shareholder
6     Expense Stock Options                     Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
9     Declassify the Board of Directors         Against   For        Shareholder
10    Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
11    Reincorporate in Another State from       Against   For        Shareholder
      Maryland to Delaware


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

ALLEGHENY TECHNOLOGIES, INC.

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L. Patrick Hassey         For       For        Management
1.2   Elect  Director H. Kent Bowen             For       For        Management
1.3   Elect  Director John D. Turner            For       For        Management


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

ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Handel E. Evans           For       For        Management
1.2   Elect  Director Michael R. Gallagher      For       For        Management
1.3   Elect  Director Gavin S. Herbert          For       Withhold   Management
1.4   Elect  Director Stephen J. Ryan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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

ALLIED WASTE INDUSTRIES, INC.

Ticker:       AW             Security ID:  019589308
Meeting Date: DEC 18, 2003   Meeting Type: Special
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Conversion of Securities          For       For        Management


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

ALLIED WASTE INDUSTRIES, INC.

Ticker:       AW             Security ID:  019589308
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas H. Van Weelden     For       For        Management
1.2   Elect  Director Robert M. Agate           For       For        Management
1.3   Elect  Director Leon D. Black             For       For        Management
1.4   Elect  Director James W. Crownover        For       For        Management
1.5   Elect  Director Michael S. Gross          For       For        Management
1.6   Elect  Director Dennis R. Hendrix         For       For        Management
1.7   Elect  Director J. Tomilson Hill          For       For        Management
1.8   Elect  Director Lawrence V. Jackson       For       For        Management
1.9   Elect  Director Nolan Lehmann             For       For        Management
1.10  Elect  Director Howard A. Lipson          For       For        Management
1.11  Elect  Director Antony P. Ressler         For       For        Management
1.12  Elect  Director Warren B. Rudman          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Report on Privatization                   Against   Against    Shareholder


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

ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Duane Ackerman         For       For        Management
1.2   Elect  Director James G. Andress          For       For        Management
1.3   Elect  Director Edward A. Brennan         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Jack M. Greenberg         For       For        Management
1.6   Elect  Director Ronald T. LeMay           For       For        Management
1.7   Elect  Director Edward M. Liddy           For       For        Management
1.8   Elect  Director J. Christopher Reyes      For       For        Management
1.9   Elect  Director H. John Riley, Jr.        For       For        Management
1.10  Elect  Director Joshua I. Smith           For       For        Management
1.11  Elect  Director Judith A. Sprieser        For       For        Management
1.12  Elect  Director Mary Alice Taylor         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder


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

ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott T. Ford             For       For        Management
1.2   Elect  Director Lawrence L. Gellerstedt,  For       For        Management
      III
1.3   Elect  Director Emon A. Mahony, Jr.       For       For        Management
1.4   Elect  Director Ronald Townsend           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ammend EEO - Sexual Orientation           Against   For        Shareholder


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

ALTERA CORP.

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Daane             For       For        Management
1.2   Elect  Director Robert W. Reed            For       For        Management
1.3   Elect  Director Charles M. Clough         For       For        Management
1.4   Elect  Director Robert J. Finocchio Jr    For       For        Management
1.5   Elect  Director Kevin Mcgarity            For       For        Management
1.6   Elect  Director Paul Newhagen             For       For        Management
1.7   Elect  Director William E. Terry          For       For        Management
1.8   Elect  Director Susan Wang                For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Option Expensing                  Against   For        Shareholder


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

ALTRIA GROUP, INC.

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

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


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

AMBAC FINANCIAL GROUP, INC.

Ticker:       ABK            Security ID:  023139108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip B. Lassiter       For       For        Management
1.2   Elect  Director Michael A. Callen         For       For        Management
1.3   Elect  Director Renso L. Caporali         For       For        Management
1.4   Elect  Director Jill M. Considine         For       For        Management
1.5   Elect  Director Richard Dulude            For       For        Management
1.6   Elect  Director Robert J. Genader         For       For        Management
1.7   Elect  Director W. Grant Gregory          For       For        Management
1.8   Elect  Director Laura S. Unger            For       For        Management
1.9   Elect  Director Henry D. G. Wallace       For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

AMERADA HESS CORP.

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

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


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

AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan S. Elliott          For       For        Management
1.2   Elect  Director Clifford L. Greenwalt     For       For        Management
1.3   Elect  Director Thomas A. Hays            For       For        Management
1.4   Elect  Director Richard A. Liddy          For       For        Management
1.5   Elect  Director Gordon R. Lohman          For       For        Management
1.6   Elect  Director Richard A. Lumpkin        For       For        Management
1.7   Elect  Director John Peters MacCarthy     For       For        Management
1.8   Elect  Director Paul L. Miller, Jr.       For       For        Management
1.9   Elect  Director Charles W. Mueller        For       For        Management
1.10  Elect  Director Douglas R. Oberhelman     For       For        Management
1.11  Elect  Director Gary L. Rainwater         For       For        Management
1.12  Elect  Director Harvey Saligman           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Risks of Nuclear Waste Storage  Against   Against    Shareholder


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

AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. R. Brooks              For       For        Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Leonard J. Kujawa         For       For        Management
1.8   Elect  Director Michael G. Morris         For       For        Management
1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
4     Submit Executive Pension Benefit to Vote  Against   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Establish Term Limits for Directors       Against   Against    Shareholder


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

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

AMERICAN GREETINGS CORP.

Ticker:       AM             Security ID:  026375105
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott S. Cowen            For       For        Management
1.2   Elect  Director Harriet Mouchly-Weiss     For       For        Management
1.3   Elect  Director Charles A. Ratner         For       Withhold   Management
1.4   Elect  Director Zev Weiss                 For       For        Management
1.5   Elect  Director Joseph Hardin             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

AMERICAN INTERNATIONAL GROUP, INC.

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

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


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

AMERICAN POWER CONVERSION CORP.

Ticker:       APCC           Security ID:  029066107
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Rodger B. Dowdell, Jr.    For       Withhold   Management
2.2   Elect  Director Emanuel E. Landsman       For       Withhold   Management
2.3   Elect  Director Neil E. Rasmussen         For       Withhold   Management
2.4   Elect  Director Ervin F. Lyon             For       Withhold   Management
2.5   Elect  Director James D. Gerson           For       For        Management
2.6   Elect  Director John G. Kassakian         For       For        Management
2.7   Elect  Director John F. Keane, Sr.        For       For        Management
2.8   Elect  Director Ellen B. Richstone        For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

AMERICAN STANDARD COMPANIES, INC.

Ticker:       ASD            Security ID:  029712106
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven E. Anderson        For       For        Management
1.2   Elect  Director James F. Hardymon         For       For        Management
1.3   Elect  Director Ruth Ann Marshall         For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

AMERISOURCEBERGEN CORP

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 5, 2004    Meeting Type: Annual
Record Date:  JAN 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward E. Hagenlocker     For       For        Management
1.2   Elect  Director Kurt J. Hilzinger         For       For        Management


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

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Jerry D. Choate           For       Withhold   Management
1.3   Elect  Director Frank C. Herringer        For       For        Management
1.4   Elect  Director Gilbert S. Omenn          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Glass Ceiling Report              Against   Against    Shareholder
4     Expense Stock Options                     Against   For        Shareholder


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

AMSOUTH BANCORPORATION

Ticker:       ASO            Security ID:  032165102
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claude B. Nielsen         For       For        Management
1.2   Elect  Director Cleophus Thomas, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
6     Political Contributions                   Against   Against    Shareholder


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

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry Barcus              For       For        Management
1.2   Elect  Director James L. Bryan            For       For        Management
1.3   Elect  Director James T. Hackett          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Greenhouse Gas Emissions        Against   For        Shareholder


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

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

ANDREW CORP.

Ticker:       ANDW           Security ID:  034425108
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John G. Bollinger, Ph.D.   For       For        Management
1.2   Elect Director Philip Wm. Colburn         For       For        Management
1.3   Elect Director Thomas A. Donahoe          For       For        Management
1.4   Elect Director Ralph E. Faison            For       For        Management
1.5   Elect Director Jere D. Fluno              For       For        Management
1.6   Elect Director William O. Hunt            For       For        Management
1.7   Elect Director Charles R. Nicholas        For       For        Management
1.8   Elect Director Robert G. Paul             For       For        Management
1.9   Elect Director Gerald A. Poch             For       For        Management
1.10  Elect Director Glen O. Toney, Ph.D.       For       For        Management
1.11  Elect Director Dennis L. Whipple          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

ANDREW CORP.

Ticker:       ANDW           Security ID:  34425108
Meeting Date: JUL 15, 2003   Meeting Type: Special
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Authorize New Class of Preferred Stock    For       For        Management
3     Approve Increase in Size of Board         For       For        Management
4     Adjourn Meeting                           For       Against    Management


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

ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director August A. Busch III       For       For        Management
1.2   Elect  Director Carlos Fernandez G.       For       For        Management
1.3   Elect  Director James R. Jones            For       For        Management
1.4   Elect  Director Andrew C. Taylor          For       For        Management
1.5   Elect  Director Douglas A. Warner III     For       For        Management
2     Ratify Auditors                           For       For        Management


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

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

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


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

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor S. Liss            For       For        Management
1.2   Elect  Director James W. McDowell, Jr.    For       For        Management
1.3   Elect  Director George A. Schaefer, Jr.   For       For        Management
1.4   Elect  Director Jackie M. Ward            For       For        Management


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

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick G. Ryan           For       For        Management
1.2   Elect  Director Edgar D. Jannotta         For       Withhold   Management
1.3   Elect  Director Jan Kalff                 For       Withhold   Management
1.4   Elect  Director Lester B. Knight          For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
1.6   Elect  Director R. Eden Martin            For       For        Management
1.7   Elect  Director Andrew J. McKenna         For       For        Management
1.8   Elect  Director Robert S. Morrison        For       For        Management
1.9   Elect  Director Richard C. Notebaert      For       For        Management
1.10  Elect  Director Michael D. O'Halleran     For       For        Management
1.11  Elect  Director John W. Rogers, Jr.       For       For        Management
1.12  Elect  Director Gloria Santona            For       For        Management
1.13  Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: DEC 18, 2003   Meeting Type: Special
Record Date:  OCT 29, 2003

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


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene C. Fiedorek        For       For        Management
1.2   Elect  Director Patricia Albjerg Graham   For       For        Management
1.3   Elect  Director F. H. Merelli             For       Withhold   Management
1.4   Elect  Director Raymond Plank             For       For        Management
2     Report on Greenhouse Gas Emissions        Against   For        Shareholder


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

APARTMENT INVESTMENT & MANAGEMENT CO.

Ticker:       AIV            Security ID:  03748R101
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry Considine           For       For        Management
1.2   Elect  Director Peter K. Kompaniez        For       For        Management
1.3   Elect  Director James N. Bailey           For       For        Management
1.4   Elect  Director Richard S. Ellwood        For       For        Management
1.5   Elect  Director J. Landis Martin          For       For        Management
1.6   Elect  Director Thomas L. Rhodes          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Sale of Company Assets            For       For        Management
4     Limit Executive Compensation              Against   For        Shareholder


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

APPLE COMPUTER, INC.

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

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


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

APPLERA CORP

Ticker:       ABI            Security ID:  38020103
Meeting Date: OCT 16, 2003   Meeting Type: Annual
Record Date:  AUG 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Ayers           For       For        Management
1.2   Elect Director Jean-Luc Belingard         For       For        Management
1.3   Elect Director Robert H. Hayes            For       For        Management
1.4   Elect Director Arnold J. Levine           For       Withhold   Management
1.5   Elect Director William H. Longfield       For       For        Management
1.6   Elect Director Theodore E. Martin         For       For        Management
1.7   Elect Director Carolyn W. Slayman         For       For        Management
1.8   Elect Director Orin R. Smith              For       For        Management
1.9   Elect Director James R. Tobin             For       For        Management
1.10  Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management


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

APPLIED MATERIALS, INC.

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

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


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

APPLIED MICRO CIRCUITS CORP.

Ticker:       AMCC           Security ID:  03822W109
Meeting Date: AUG 27, 2003   Meeting Type: Annual
Record Date:  JUL 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David M. Rickey            For       For        Management
1.2   Elect Director Roger A. Smullen, Sr.      For       For        Management
1.3   Elect Director Cesar Cesaratto            For       For        Management
1.4   Elect Director Franklin P. Johnson, Jr.   For       For        Management
1.5   Elect Director Kevin N. Kalkhoven         For       Withhold   Management
1.6   Elect Director L. Wayne Price             For       For        Management
1.7   Elect Director Douglas C. Spreng          For       For        Management
1.8   Elect Director Arthur B. Stabenow         For       For        Management
1.9   Elect Director Harvey P. White            For       For        Management
2     Ratify Auditors                           For       For        Management


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

ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  39483102
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Allen Andreas           For       For        Management
1.2   Elect Director Mollie Hale Carter         For       For        Management
1.3   Elect Director Roger S. Joslin            For       For        Management
1.4   Elect Director D.J. Mimran                For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director M. Brian Mulroney          For       For        Management
1.7   Elect Director J. K. Vanier               For       For        Management
1.8   Elect Director O. G. Webb                 For       For        Management
1.9   Elect Director Kelvin R. Westbrook        For       For        Management


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

ASHLAND INC.

Ticker:       ASH            Security ID:  044204105
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest H. Drew             For       For        Management
1.2   Elect Director Mannie L. Jackson          For       For        Management
1.3   Elect Director Theodore M. Solso          For       For        Management
1.4   Elect Director Michael J. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management


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

AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors William F. Aldinger      For       For        Management
1.2   Elect  Directors Kenneth T. Derr          For       For        Management
1.3   Elect  Directors David W. Dorman          For       For        Management
1.4   Elect  Directors M. Kathryn Eickhoff      For       For        Management
1.5   Elect  Directors Herbet L. Henkel         For       For        Management
1.6   Elect  Directors Frank C. Herringer       For       For        Management
1.7   Elect  Directors Shirley Ann Jackson      For       For        Management
1.8   Elect  Directors Jon C. Madonna           For       For        Management
1.9   Elect  Directors Donald F. McHenry        For       For        Management
1.10  Elect  Directors Tony L. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Executive Compensation          Against   Against    Shareholder


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

AT&T WIRELESS SERVICES, INC.

Ticker:       AWE            Security ID:  00209A106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Nobuharu Ono              For       For        Management
2.2   Elect  Director Carolyn M. Ticknor        For       For        Management
2.3   Elect  Director John D. Zeglis            For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


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

AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAY 5, 2004

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


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

AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  53015103
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Joseph A. Califano, Jr.    For       For        Management
1.5   Elect Director Leon G. Cooperman          For       For        Management
1.6   Elect Director Ann Dibble Jordan          For       For        Management
1.7   Elect Director Harvey M. Krueger          For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Henry Taub                 For       For        Management
1.10  Elect Director Arthur F. Weinbach         For       For        Management
1.11  Elect Director Josh S. Weston             For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Outside Director Stock Awards in  For       For        Management
      Lieu of Cash
5     Ratify Auditors                           For       For        Management


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

AUTONATION, INC.

Ticker:       AN             Security ID:  05329W102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mike Jackson              For       For        Management
1.2   Elect  Director Robert J. Brown           For       For        Management
1.3   Elect  Director J.P. Bryan                For       For        Management
1.4   Elect  Director Rick L. Burdick           For       Withhold   Management
1.5   Elect  Director William C. Crowley        For       For        Management
1.6   Elect  Director Alan S. Dawes             For       For        Management
1.7   Elect  Director Edward S. Lampert         For       For        Management
1.8   Elect  Director Irene B. Rosenfeld        For       For        Management
2     Ratify Auditors                           For       For        Management


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

AVAYA INC

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

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


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

AVERY DENNISON CORP.

Ticker:       AVY            Security ID:  053611109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors Philip M. Neal           For       For        Management
1.2   Elect  Directors Frank V. Cahouet         For       For        Management
1.3   Elect  Directors Peter W. Mullin          For       For        Management
1.4   Elect  Directors Bruce E. Karatz          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward T. Fogarty         For       For        Management
1.2   Elect  Director Susan J. Kropf            For       For        Management
1.3   Elect  Director Maria Elena Lagomasino    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Report on Feasibility of Removing         Against   Against    Shareholder
      Parabens from Company Products
6     Report on Feasibility of Removing Dibutyl Against   Against    Shareholder
      Phthalate from Company Products


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

BAKER HUGHES INCORPORATED

Ticker:       BHI            Security ID:  057224107
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward P. Djerejian       For       Withhold   Management
1.2   Elect  Director H. John Riley, Jr.        For       Withhold   Management
1.3   Elect  Director Charles L. Watson         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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

BALL CORP.

Ticker:       BLL            Security ID:  058498106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hanno C. Fiedler          For       For        Management
1.2   Elect  Director John F. Lehman            For       For        Management
1.3   Elect  Director George A. Sissel          For       For        Management
1.4   Elect  Director Erik H. van der Kaay      For       For        Management
2     Ratify Auditors                           For       For        Management


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

BANK OF AMERICA CORP.

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

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


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management

1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


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

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Nicholas M. Donofrio      For       For        Management
1.3   Elect  Director Alan R. Griffith          For       For        Management
1.4   Elect  Director Gerald L. Hassell         For       For        Management
1.5   Elect  Director Richard J. Kogan          For       For        Management
1.6   Elect  Director Michael J. Kowalski       For       For        Management
1.7   Elect  Director John A. Luke, Jr.         For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Paul Myners, CBE          For       For        Management
1.10  Elect  Director Robert C. Pozen           For       For        Management
1.11  Elect  Director Catherine A. Rein         For       For        Management
1.12  Elect  Director Thomas A. Renyi           For       For        Management
1.13  Elect  Director William C. Richardson     For       For        Management
1.14  Elect  Director Brian L. Roberts          For       For        Management
1.15  Elect  Director Samuel C. Scott III       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Composition of Committee to         Against   Against    Shareholder
      Independent Directors
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

BANK ONE CORP.

Ticker:       ONE            Security ID:  06423A103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director John H. Bryan             For       For        Management
2.2   Elect  Director Stephen B. Burke          For       For        Management
2.3   Elect  Director James S. Crown            For       For        Management
2.4   Elect  Director James Dimon               For       For        Management
2.5   Elect  Director Maureen A. Fay            For       For        Management
2.6   Elect  Director Laban P. Jackson, Jr.     For       For        Management
2.7   Elect  Director John W. Kessler           For       For        Management
2.8   Elect  Director Robert I. Lipp            For       For        Management
2.9   Elect  Director Richard A. Manoogian      For       For        Management
2.10  Elect  Director David C. Novak            For       For        Management
2.11  Elect  Director John W. Rogers, Jr.       For       For        Management
2.12  Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
3     Ratify Auditors                           For       For        Management


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

BAUSCH & LOMB INC.

Ticker:       BOL            Security ID:  071707103
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan M. Bennett           For       For        Management
1.2   Elect  Director Domenico De Sole          For       For        Management
1.3   Elect  Director Kenneth L. Wolfe          For       For        Management
1.4   Elect  Director Ronald L. Zarrella        For       For        Management
2     Ratify Auditors                           For       For        Management


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Forsyth           For       For        Management
1.2   Elect  Director Gail D. Fosler            For       For        Management
1.3   Elect  Director Carole J. Uhrich          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder


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

BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles                            For       For        Management
2     Amend Bylaws                              For       Against    Management
3.1   Elect  Director John A. Allison Iv        For       For        Management
3.2   Elect  Director Ronald E. Deal            For       Withhold   Management
3.3   Elect  Director Tom D. Efird              For       For        Management
3.4   Elect  Director Albert O. Mccauley        For       For        Management
3.5   Elect  Director Barry J. Fitzpatrick      For       For        Management
3.6   Elect  Director J. Holmes Morrison        For       For        Management
3.7   Elect  Director Jennifer S. Banner        For       For        Management
3.8   Elect  Director Albert F. Zettlemoyer     For       Withhold   Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Ratify Auditors                           For       For        Management
6     Review Executive Compensation Policy      Against   For        Shareholder


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

BEAR STEARNS COMPANIES INC., THE

Ticker:       BSC            Security ID:  073902108
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Cayne            For       For        Management
1.2   Elect  Director Carl D. Glickman          For       For        Management
1.3   Elect  Director Alan C. Greenberg         For       For        Management
1.4   Elect  Director Donald J. Harrington      For       For        Management
1.5   Elect  Director William L. Mack           For       For        Management
1.6   Elect  Director Frank T. Nickell          For       For        Management
1.7   Elect  Director Paul A. Novelly           For       For        Management
1.8   Elect  Director Frederic V. Salerno       For       For        Management
1.9   Elect  Director Alan D. Schwartz          For       For        Management
1.10  Elect  Director Warren J. Spector         For       For        Management
1.11  Elect  Director Vincent Tese              For       For        Management
2     Amend the Capital Accumulation Plan for   For       Against    Management
      Senior Managing Directors
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Restricted Stock Plan             For       Against    Management
5     Ratify Auditors                           For       For        Management


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry P. Becton, Jr.       For       For        Management
1.2   Elect Director Edward F. DeGraan          For       For        Management
1.3   Elect Director James F. Orr               For       For        Management
1.4   Elect Director Margaretha af Ugglas       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


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

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Blanchard        For       For        Management
1.2   Elect  Director Armando M. Codina         For       For        Management
1.3   Elect  Director Leo F. Mullin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

BEMIS COMPANY, INC.

Ticker:       BMS            Security ID:  081437105
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nancy P. Mcdonald         For       For        Management
1.2   Elect  Director Jeffrey H. Curler         For       For        Management
1.3   Elect  Director Roger D. O'Shaughnessy    For       For        Management
1.4   Elect  Director David S. Haffner          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


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

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bradbury H. Anderson      For       For        Management
1.2   Elect  Director K.J. Higgins Victor       For       For        Management
1.3   Elect  Director Allen U. Lenzmeier        For       For        Management
1.4   Elect  Director Frank D. Trestman         For       For        Management
1.5   Elect  Director James C. Wetherbe         For       For        Management
1.6   Elect  Director Ronald James              For       For        Management
1.7   Elect  Director Matthew H. Paull          For       For        Management
1.8   Elect  Director Mary A. Tolan             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

BIG LOTS INC.

Ticker:       BLI            Security ID:  089302103
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert J. Bell            For       For        Management
1.2   Elect  Director Sheldon M. Berman         For       For        Management
1.3   Elect  Director David T. Kollat           For       For        Management
1.4   Elect  Director Brenda J. Lauderback      For       For        Management
1.5   Elect  Director Philip E. Mallott         For       For        Management
1.6   Elect  Director Ned Mansour               For       For        Management
1.7   Elect  Director Michael J. Potter         For       For        Management
1.8   Elect  Director Russell Solt              For       For        Management
1.9   Elect  Director Dennis B. Tishkoff        For       For        Management


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

BIOGEN IDEC INC

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

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


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

BIOGEN, INC.

Ticker:       BGEN           Security ID:  90597105
Meeting Date: NOV 12, 2003   Meeting Type: Special
Record Date:  SEP 25, 2003

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


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

BIOMET, INC.

Ticker:       BMET           Security ID:  90613100
Meeting Date: SEP 27, 2003   Meeting Type: Annual
Record Date:  AUG 7, 2003

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


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

BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don D. Jordan              For       For        Management
1.2   Elect Director William H. White           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Report on Foreign Operations Risk         Against   Against    Shareholder


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

BLACK & DECKER CORP., THE

Ticker:       BDK            Security ID:  091797100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Norman R. Augustine       For       For        Management
1.3   Elect  Director Barbara L. Bowles         For       For        Management
1.4   Elect  Director M. Anthony Burns          For       For        Management
1.5   Elect  Director Kim B. Clark              For       For        Management
1.6   Elect  Director Manuel A. Fernandez       For       For        Management
1.7   Elect  Director Benjamin H. Griswold, IV  For       For        Management
1.8   Elect  Director Anthony Luiso             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Restricted Stock Plan             For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  55921100
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Garland Cupp            For       For        Management
1.2   Elect Director Robert E. Beauchamp        For       For        Management
1.3   Elect Director Jon E. Barfield            For       For        Management
1.4   Elect Director John W. Barter             For       For        Management
1.5   Elect Director Meldon K. Gafner           For       For        Management
1.6   Elect Director L.W. Gray                  For       For        Management
1.7   Elect Director Kathleen A. O'Neil         For       For        Management
1.8   Elect Director George F. Raymond          For       For        Management
1.9   Elect Director Tom C. Tinsley             For       For        Management
2     Ratify Auditors                           For       For        Management


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

BOEING CO., THE

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

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


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

BOISE CASCADE CORP.

Ticker:       BCC            Security ID:  097383103
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claire S. Farley          For       For        Management
1.2   Elect  Director Rakesh Gangwal            For       For        Management
1.3   Elect  Director Gary G. Michael           For       For        Management
1.4   Elect  Director A. William Reynolds       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

BOISE CASCADE CORP.

Ticker:       BCC            Security ID:  097383103
Meeting Date: DEC 9, 2003    Meeting Type: Special
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       Against    Management
2     Approve Omnibus Stock Plan                For       Against    Management


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ursula M. Burns           For       For        Management
1.2   Elect  Director Marye Anne Fox            For       For        Management
1.3   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.4   Elect  Director John E. Pepper            For       For        Management
2     Ratify Auditors                           For       For        Management


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

BOSTON SCIENTIFIC CORP.

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

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


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

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


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

BROADCOM CORP.

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

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


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

BROWN-FORMAN CORP.

Ticker:       BF.B           Security ID:  115637209
Meeting Date: JAN 8, 2004    Meeting Type: Written Consent
Record Date:  NOV 28, 2003

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


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

BRUNSWICK CORP.

Ticker:       BC             Security ID:  117043109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Jeffrey L. Bleustein      For       For        Management
1.3   Elect  Director Graham H. Phillips        For       For        Management
2     Ratify Auditors                           For       For        Management


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

BURLINGTON NORTHERN SANTA FE CORP.

Ticker:       BNI            Security ID:  12189T104
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan L. Boeckmann         For       For        Management
1.2   Elect  Director Vilma S. Martinez         For       Withhold   Management
1.3   Elect  Director Marc F. Racicot           For       Withhold   Management
1.4   Elect  Director Roy S. Roberts            For       For        Management
1.5   Elect  Director Matthew K. Rose           For       For        Management
1.6   Elect  Director Marc J. Shapiro           For       For        Management
1.7   Elect  Director J.C. Watts, Jr.           For       For        Management
1.8   Elect  Director Robert H. West            For       For        Management
1.9   Elect  Director J. Steven Whisler         For       For        Management
1.10  Elect  Director Edward E. Whitacre, Jr.   For       For        Management
1.11  Elect  Director Michael B. Yanney         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

BURLINGTON RESOURCES INC.

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

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


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

C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony Welters           For       For        Management
1.2   Elect  Director Tony L. White             For       For        Management
1.3   Elect  Director Theodore E. Martin        For       For        Management
1.4   Elect  Director Timothy M. Ring           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

CALPINE CORP.

Ticker:       CPN            Security ID:  131347106
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ann B. Curtis             For       Withhold   Management
1.2   Elect  Director Kenneth T. Derr           For       Withhold   Management
1.3   Elect  Director Gerald Greenwald          For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Implement Indigenous Peoples Right        Against   Against    Shareholder
      Policy/ Cease Medicine Lake Development
6     Limit Awards to Executives                Against   Against    Shareholder
7     Include Voting Recommendations of         Against   Against    Shareholder
      Institutional Holders in Proxy Statement
8     Ratify Auditors                           For       For        Management


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

CAMPBELL SOUP CO.

Ticker:       CPB            Security ID:  134429109
Meeting Date: NOV 21, 2003   Meeting Type: Annual
Record Date:  SEP 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edmund M. Carpenter        For       For        Management
1.2   Elect Director Douglas R. Conant          For       For        Management
1.3   Elect Director Paul R. Charron            For       For        Management
1.4   Elect Director Bennett Dorrance           For       For        Management
1.5   Elect Director Kent B. Foster             For       For        Management
1.6   Elect Director Harvey Golub               For       For        Management
1.7   Elect Director Randall W. Larrimore       For       For        Management
1.8   Elect Director Philip E. Lippincott       For       For        Management
1.9   Elect Director Mary Alice D. Malone       For       For        Management
1.10  Elect Director David C. Patterson         For       For        Management
1.11  Elect Director Charles R. Perrin          For       For        Management
1.12  Elect Director George M. Sherman          For       For        Management
1.13  Elect Director Donald M. Stewart          For       For        Management
1.14  Elect Director George Strawbridge, Jr.    For       For        Management
1.15  Elect Director Les C. Vinney              For       For        Management
1.16  Elect Director Charlotte C. Weber         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Ronald Dietz           For       For        Management
1.2   Elect  Director Lewis Hay, III            For       For        Management
1.3   Elect  Director Mayo A. Shattuck, III     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dave Bing                  For       For        Management
1.2   Elect Director John F. Finn               For       For        Management
1.3   Elect Director John F. Havens             For       For        Management
1.4   Elect Director David W. Raisbeck          For       For        Management
1.5   Elect Director Robert D. Walter           For       For        Management


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

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin M. Banks            For       For        Management
1.2   Elect  Director Colleen C. Welch, Ph.D.   For       For        Management
1.3   Elect  Director Roger L. Headrick         For       For        Management
1.4   Elect  Director Jean-Pierre Millon        For       For        Management


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

CARNIVAL CORP.

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

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


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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Dillon            For       For        Management
1.2   Elect  Director Juan Gallardo             For       For        Management
1.3   Elect  Director William A. Osborn         For       For        Management
1.4   Elect  Director Gordon R. Parker          For       For        Management
1.5   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Report on Equipment Sales to Israel       Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director The Right Honourable      For       For        Management
      Brian Mulroney
1.2   Elect  Director Ronald L. Nelson          For       For        Management
1.3   Elect  Director Robert W. Pittman         For       For        Management
1.4   Elect  Director Myra J. Biblowit          For       For        Management
1.5   Elect  Director Sheli Z. Rosenberg        For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder


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

CENTERPOINT ENERGY INC

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

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


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

CENTEX CORP.

Ticker:       CTX            Security ID:  152312104
Meeting Date: FEB 25, 2004   Meeting Type: Special
Record Date:  JAN 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Approve Merger Agreement                  For       For        Management
3     Approve Merger Agreement                  For       For        Management


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

CENTEX CORP.

Ticker:       CTX            Security ID:  152312104
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:  MAY 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dan W. Cook III            For       For        Management
1.2   Elect Director Thomas J. Falk             For       For        Management
1.3   Elect Director Laurence E. Hirsch         For       For        Management
1.4   Elect Director Thomas M. Schoewe          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Ratify Auditors                           For       For        Management


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

CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Boles, Jr.     For       For        Management
1.2   Elect  Director W. Bruce Hanks            For       For        Management
1.3   Elect  Director C.G. Melville, Jr.        For       For        Management
1.4   Elect  Director Glen F. Post, III         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CHARLES SCHWAB CORP., THE

Ticker:       SCH            Security ID:  808513105
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald G. Fisher          For       For        Management
1.2   Elect  Director Paula A. Sneed            For       For        Management
1.3   Elect  Director David B. Yoffie           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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

CHARTER ONE FINANCIAL, INC.

Ticker:       CF             Security ID:  160903100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick J. Agnew          For       For        Management
1.2   Elect  Director Denise Marie Fugo         For       For        Management
1.3   Elect  Director Charles John Koch         For       For        Management
1.4   Elect  Director Ronald F. Poe             For       For        Management
1.5   Elect  Director Jerome L. Schostak        For       For        Management
1.6   Elect  Director Mark Shaevsky             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       For        Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director J. Bennett Johnston       For       For        Management
1.8   Elect  Director Sam Nunn                  For       For        Management
1.9   Elect  Director David J. O'Reilly         For       For        Management
1.10  Elect  Director Peter J. Robertson        For       For        Management
1.11  Elect  Director Charles R. Shoemate       For       For        Management
1.12  Elect  Director Carl Ware                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Against    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Against    Shareholder


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

CHIRON CORP.

Ticker:       CHIR           Security ID:  170040109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vaughn D. Bryson          For       For        Management
1.2   Elect  Director Pierre E. Douaze          For       For        Management
1.3   Elect  Director Edward E. Penhoet         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Zoe Baird                 For       For        Management
1.2   Elect  Director Sheila P. Burke           For       For        Management
1.3   Elect  Director James I. Cash, Jr.        For       For        Management
1.4   Elect  Director Joel J. Cohen             For       For        Management
1.5   Elect  Director James M. Cornelius        For       For        Management
1.6   Elect  Director John D. Finnegan          For       For        Management
1.7   Elect  Director David H. Hoag             For       For        Management
1.8   Elect  Director Klaus J. Mangold          For       For        Management
1.9   Elect  Director Sir David G. Scholey, CBE For       For        Management
1.10  Elect  Director Raymond G. H. Seitz       For       For        Management
1.11  Elect  Director Lawrence M. Small         For       For        Management
1.12  Elect  Director Daniel E. Somers          For       For        Management
1.13  Elect  Director Karen Hastie Williams     For       For        Management
1.14  Elect  Director James M. Zimmerman        For       For        Management
1.15  Elect  Director Alfred W. Zollar          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

CIENA CORPORATION

Ticker:       CIEN           Security ID:  171779101
Meeting Date: MAR 10, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick H. Nettles        For       For        Management
1.2   Elect  Director John R. Dillon            For       For        Management
1.3   Elect  Director Lawton W. Fitt            For       For        Management


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

CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert H. Campbell        For       For        Management
1.2   Elect  Director Jane E. Henney, M.D.      For       For        Management
1.3   Elect  Director Charles R. Shoemate       For       For        Management
1.4   Elect  Director Louis W. Sullivan, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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

CINCINNATI FINANCIAL CORP.

Ticker:       CINF           Security ID:  172062101
Meeting Date: APR 24, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael Brown             For       For        Management
1.2   Elect  Director Dirk J. Debbink           For       For        Management
1.3   Elect  Director Robert C. Schiff          For       For        Management
1.4   Elect  Director John M. Shepherd          For       For        Management
1.5   Elect  Director Douglas S. Skidmore       For       For        Management
2     Ratify Auditors                           For       For        Management


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

CINERGY CORP.

Ticker:       CIN            Security ID:  172474108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael G. Browning       For       For        Management
1.2   Elect  Director George C. Juilfs          For       For        Management
1.3   Elect  Director Dudley S. Taft            For       For        Management
2     Ratify Auditors                           For       For        Management


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

CINTAS CORP.

Ticker:       CTAS           Security ID:  172908105
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect Director Richard T. Farmer          For       For        Management
2.2   Elect Director Robert J. Kohlhepp         For       For        Management
2.3   Elect Director Scott D. Farmer            For       For        Management
2.4   Elect Director Paul R. Carter             For       For        Management
2.5   Elect Director Gerald V. Dirvin           For       For        Management
2.6   Elect Director Robert J. Herbold          For       For        Management
2.7   Elect Director Roger L. Howe              For       For        Management
2.8   Elect Director David C. Phillips          For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Expense Stock Options                     Against   Against    Shareholder
5     Establish a Nominating Committee of       Against   For        Shareholder
      Independent Directors
6     Require Majority of Independent Directors Against   For        Shareholder
      on Board
7     Report on Code of Conduct                 Against   Against    Shareholder


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

CIRCUIT CITY STORES, INC.

Ticker:       CC             Security ID:  172737108
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.V. Goings               For       For        Management
1.2   Elect  Director James F. Hardymon         For       For        Management
1.3   Elect  Director Allen B. King             For       For        Management
1.4   Elect  Director J. Patrick Spainhour      For       For        Management
1.5   Elect  Director Carolyn Y. Woo            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


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

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Dudley C. Mecum           For       For        Management
1.9   Elect  Director Richard D. Parsons        For       For        Management
1.10  Elect  Director Andrall E. Pearson        For       For        Management
1.11  Elect  Director Charles Prince            For       For        Management
1.12  Elect  Director Robert E. Rubin           For       For        Management
1.13  Elect  Director Franklin A. Thomas        For       For        Management
1.14  Elect  Director Sanford I. Weill          For       For        Management
1.15  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Aaron I. Fleischman       For       For        Management
1.2   Elect  Director Rudy J. Graf              For       For        Management
1.3   Elect  Director Stanley Harfenist         For       For        Management
1.4   Elect  Director Andrew N. Heine           For       For        Management
1.5   Elect  Director William M. Kraus          For       For        Management
1.6   Elect  Director Scott N. Schneider        For       For        Management
1.7   Elect  Director John L. Schroeder         For       For        Management
1.8   Elect  Director Robert A. Stanger         For       For        Management
1.9   Elect  Director Edwin Tornberg            For       For        Management
1.10  Elect  Director Claire L. Tow             For       For        Management
1.11  Elect  Director Leonard Tow               For       For        Management
1.12  Elect  Director David H. Ward             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark B. Templeton         For       For        Management
1.2   Elect  Director Kevin R. Compton          For       For        Management
1.3   Elect  Director Stephen M. Dow            For       For        Management
2     Expense Stock Options                     Against   For        Shareholder


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

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan D. Feld              For       Withhold   Management
1.2   Elect  Director Thomas O. Hicks           For       For        Management
1.3   Elect  Director Perry J. Lewis            For       For        Management
1.4   Elect  Director L. Lowry Mays             For       For        Management
1.5   Elect  Director Mark P. Mays              For       For        Management
1.6   Elect  Director Randall T. Mays           For       For        Management
1.7   Elect  Director B.J. Mccombs              For       For        Management
1.8   Elect  Director Phyllis B. Riggins        For       For        Management
1.9   Elect  Director Theordore H. Strauss      For       For        Management
1.10  Elect  Director J.C. Watts                For       For        Management
1.11  Elect  Director John H. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


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

CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Merribel S. Ayres         For       For        Management
1.2   Elect  Director Earl D. Holton            For       For        Management
1.3   Elect  Director David W. Joos             For       For        Management
1.4   Elect  Director Michael T. Monahan        For       For        Management
1.5   Elect  Director Joseph F. Paquette, Jr.   For       Withhold   Management
1.6   Elect  Director William U. Parfet         For       For        Management
1.7   Elect  Director Percy A. Pierre           For       For        Management
1.8   Elect  Director S. Kinnie Smith, Jr.      For       For        Management
1.9   Elect  Director Kenneth L. Way            For       For        Management
1.10  Elect  Director Kenneth Whipple           For       For        Management
1.11  Elect  Director John B. Yasinsky          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Bundled Compensation Plans        For       For        Management
5     Increase Authorized Common Stock          For       For        Management


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

COCA-COLA COMPANY, THE

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

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


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

COCA-COLA ENTERPRISES INC.

Ticker:       CCE            Security ID:  191219104
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Alm               For       For        Management
1.2   Elect  Director J. Trevor Eyton           For       For        Management
1.3   Elect  Director Gary P. Fayard            For       For        Management
1.4   Elect  Director L. Phillip Humann         For       For        Management
1.5   Elect  Director Paula G. Rosput           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Deferred Compensation Plan          For       For        Management
5     Approve Employee Stock Purchase Plan      For       For        Management
6     Approve Employee Stock Purchase Plan      For       For        Management
7     Ratify Auditors                           For       For        Management
8     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
9     Report on Recycling Policy                Against   Against    Shareholder


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

COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jill K. Conway            For       For        Management
1.2   Elect  Director Ronald E. Ferguson        For       For        Management
1.3   Elect  Director Carlos M. Gutierrez       For       For        Management
1.4   Elect  Director Ellen M. Hancock          For       For        Management
1.5   Elect  Director David W. Johnson          For       For        Management
1.6   Elect  Director Richard J. Kogan          For       For        Management
1.7   Elect  Director Delano E. Lewis           For       For        Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Elizabeth A. Monrad       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder


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

COMCAST CORP.

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

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


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

COMERICA INC.

Ticker:       CMA            Security ID:  200340107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ralph W. Babb, Jr.        For       For        Management
1.2   Elect  Director James F. Cordes           For       For        Management
1.3   Elect  Director Peter D. Cummings         For       For        Management
1.4   Elect  Director Todd W. Herrick           For       For        Management
1.5   Elect  Director William P. Vititoe        For       For        Management
1.6   Elect  Director Kenneth L. Way            For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management


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

COMPUTER ASSOCIATES INTERNATIONAL, INC.

Ticker:       CA             Security ID:  204912109
Meeting Date: AUG 27, 2003   Meeting Type: Annual
Record Date:  JUL 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Russell M. Artzt           For       For        Management
1.2   Elect Director Kenneth Cron               For       For        Management
1.3   Elect Director Alfonse M. D'Amato         For       For        Management
1.4   Elect Director Gary J. Fernandes          For       For        Management
1.5   Elect Director Sanjay Kumar               For       For        Management
1.6   Elect Director Robert E. La Blanc         For       For        Management
1.7   Elect Director Jay W. Lorsch              For       For        Management
1.8   Elect Director Lewis S. Ranieri           For       For        Management
1.9   Elect Director Walter P. Schuetze         For       For        Management
1.10  Elect Director Alex Serge Vieux           For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

COMPUTER SCIENCES CORPORATION

Ticker:       CSC            Security ID:  205363104
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irving W. Bailey, II       For       For        Management
1.2   Elect Director Stephen L. Baum            For       For        Management
1.3   Elect Director Rodney F. Chase            For       For        Management
1.4   Elect Director Van B. Honeycutt           For       For        Management
1.5   Elect Director William R. Hoover          For       For        Management
1.6   Elect Director Leon J. Level              For       For        Management
1.7   Elect Director Thomas A. McDonnell        For       For        Management
1.8   Elect Director F. Warren McFarlan         For       For        Management
1.9   Elect Director James R. Mellor            For       For        Management
1.10  Elect Director William P. Rutledge        For       For        Management


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

COMPUWARE CORP.

Ticker:       CPWR           Security ID:  205638109
Meeting Date: AUG 26, 2003   Meeting Type: Annual
Record Date:  JUL 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis W. Archer           For       For        Management
1.2   Elect Director Gurminder S. Bedi          For       For        Management
1.3   Elect Director Elizabeth A. Chappell      For       For        Management
1.4   Elect Director Elaine K. Didier           For       For        Management
1.5   Elect Director William O. Grabe           For       For        Management
1.6   Elect Director William R. Halling         For       For        Management
1.7   Elect Director Peter Karmanos, Jr.        For       For        Management
1.8   Elect Director Faye Alexander Nelson      For       For        Management
1.9   Elect Director Glenda D. Price            For       For        Management
1.10  Elect Director W. James Prowse            For       Withhold   Management
1.11  Elect Director G. Scott Romney            For       For        Management
1.12  Elect Director Lowell P. Weicker, Jr.     For       For        Management


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

COMVERSE TECHNOLOGY, INC.

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

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


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

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


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

CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUL 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David H. Batchelder        For       For        Management
1.2   Elect Director Robert A. Krane            For       For        Management
1.3   Elect Director Mark H. Rauenhorst         For       For        Management
1.4   Elect Director Bruce Rohde                For       For        Management
2     Ratify Auditors                           For       For        Management
4     Genetically Modified Organisms (GMO)      Against   Against    Shareholder
5     Modify Current and Future Stock Option    Against   Against    Shareholder
      Plans
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

CONCORD EFS, INC.

Ticker:       CE             Security ID:  206197105
Meeting Date: FEB 26, 2004   Meeting Type: Special
Record Date:  JAN 16, 2004

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


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

CONCORD EFS, INC.

Ticker:       CE             Security ID:  206197105
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

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


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Report on Drilling in the Arctic National Against   Against    Shareholder
      Wildlife Refuge


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

CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vincent A. Calarco        For       For        Management
1.2   Elect  Director George Campbell, Jr.      For       For        Management
1.3   Elect  Director Gordon J. Davis           For       For        Management
1.4   Elect  Director Michael J. Del Giudice    For       For        Management
1.5   Elect  Director Joan S. Freilich          For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Sally Hernandez-Pinero    For       For        Management
1.8   Elect  Director Peter W. Likins           For       For        Management
1.9   Elect  Director Eugene R. McGrath         For       For        Management
1.10  Elect  Director Frederic V. Salerno       For       For        Management
1.11  Elect  Director Stephen R. Volk           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James T. Brady            For       For        Management
1.2   Elect  Director James R. Curtiss          For       For        Management
1.3   Elect  Director Edward J. Kelly, III      For       For        Management
1.4   Elect  Director Robert J. Lawless         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CONVERGYS CORP.

Ticker:       CVG            Security ID:  212485106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Zoe Baird                 For       For        Management
1.2   Elect  Director Roger L. Howe             For       For        Management
1.3   Elect  Director Philip A. Odeen           For       For        Management
1.4   Elect  Director James M. Zimmerman        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

COOPER INDUSTRIES LTD

Ticker:       CBE            Security ID:  G24182100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S.G. Butler               For       For        Management
1.2   Elect  Director D.F. Smith                For       For        Management
1.3   Elect  Director G.B. Smith                For       For        Management
2     Ratify Auditors                           For       For        Management
3     APPROVE THE AMENDED AND RESTATED STOCK    For       For        Management
      INCENTIVE PLAN.
4     SHAREHOLDER PROPOSAL RELATING TO SOCIAL   Against   For        Shareholder
      AND ENVIRONMENTAL ISSUES RELATED TO
      SUSTAINABILITY.
5     SHAREHOLDER PROPOSAL RELATING TO          Against   Against    Shareholder
      EXECUTIVE EQUITY COMPENSATION PLANS.


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

COOPER TIRE & RUBBER CO.

Ticker:       CTB            Security ID:  216831107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur H. Aronson         For       For        Management
1.2   Elect  Director Thomas A. Dattilo         For       For        Management
1.3   Elect  Director Byron O. Pond             For       For        Management
2     Ratify Auditors                           Against   For        Shareholder


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

COORS (ADOLPH) COMPANY

Ticker:       RKY            Security ID:  217016104
Meeting Date: OCT 3, 2003    Meeting Type: Special
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change State of Incorporation from        For       For        Management
      Colorado to Delaware
2     Adjourn Meeting                           For       Against    Management


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

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeremy R. Knowles         For       For        Management
1.2   Elect  Director Eugene C. Sit             For       For        Management
1.3   Elect  Director William D. Smithburg      For       For        Management
1.4   Elect  Director Hansel E. Tookes II       For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin S. Carson, Sr.,   For       For        Management
      M.D. as Class II Director
1.2   Elect Director Hamilton E. James as Class For       For        Management
      II Director
1.3   Elect Director Jill S. Ruckelshaus as     For       For        Management
      Class II Director
1.4   Elect Director William H. Gates, II as    For       For        Management
      Class II Director
1.5   Elect Director Daniel J. Evans as Class I For       For        Management
      Director
2     Declassify the Board of Directors         Against   For        Shareholder
3     Develop Land Procurement Policy           Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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

COUNTRYWIDE FINANCIAL CORP.

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

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


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

COUNTRYWIDE FINANCIAL CORP.

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

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


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

CRANE CO.

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

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


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

CSX CORP.

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.E. Bailey               For       For        Management
1.2   Elect  Director R.L. Burrus, Jr.          For       For        Management
1.3   Elect  Director E.J. Kelly, III           For       For        Management
1.4   Elect  Director R.D. Kunisch              For       For        Management
1.5   Elect  Director S.J. Morcott              For       For        Management
1.6   Elect  Director D.M. Ratcliffe            For       For        Management
1.7   Elect  Director C.E. Rice                 For       For        Management
1.8   Elect  Director W.C. Richardson           For       For        Management
1.9   Elect  Director F.S. Royal, M.D.          For       For        Management
1.10  Elect  Director D.J. Shepard              For       For        Management
1.11  Elect  Director M.J. Ward                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Limit Awards to Executives                Against   For        Shareholder


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

CUMMINS , INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  FEB 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Darnall          For       For        Management
1.2   Elect Director John M. Deutch             For       For        Management
1.3   Elect Director Alexis M. Herman           For       For        Management
1.4   Elect Director William I. Miller          For       For        Management
1.5   Elect Director William D. Ruckelshaus     For       For        Management
1.6   Elect Director Theodore M. Solso          For       For        Management
1.7   Elect Director J. Lawrence Wilson         For       For        Management
2     Ratify Auditors                           For       For        Management


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

CUMMINS , INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: SEP 16, 2003   Meeting Type: Annual
Record Date:  AUG 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Darnall          For       For        Management
1.2   Elect Director John M. Deutch             For       For        Management
1.3   Elect Director Walter Y. Elisha           For       For        Management
1.4   Elect Director Alexis M. Herman           For       For        Management
1.5   Elect Director William I. Miller          For       For        Management
1.6   Elect Director William D. Ruckelshaus     For       For        Management
1.7   Elect Director Theodore M. Solso          For       For        Management
1.8   Elect Director Franklin A. Thomas         For       For        Management
1.9   Elect Director J. Lawrence Wilson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

CVS CORPORATION

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

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


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

DANA CORP.

Ticker:       DCN            Security ID:  235811106
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Benjamin F. Bailar        For       For        Management
1.2   Elect  Director A. Charles Baillie        For       For        Management
1.3   Elect  Director David E. Berges           For       For        Management
1.4   Elect  Director Michael J. Burns          For       For        Management
1.5   Elect  Director Edmund M. Carpenter       For       For        Management
1.6   Elect  Director Samir G. Gibara           For       For        Management
1.7   Elect  Director Cheyl W. Grise            For       For        Management
1.8   Elect  Director Glen H. Hiner             For       For        Management
1.9   Elect  Director James P. Kelly            For       For        Management
1.10  Elect  Director Marilyn R. Marks          For       For        Management
1.11  Elect  Director Richard B. Priory         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management


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

DANAHER CORP.

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

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


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

DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUL 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Leonard L. Berry           For       For        Management
1.2   Elect Director Odie C. Donald             For       For        Management
1.3   Elect Director David H. Hughes            For       For        Management
1.4   Elect Director Joe R. Lee                 For       For        Management
1.5   Elect Director Senator Connie Mack, III   For       For        Management
1.6   Elect Director Richard E. Rivera          For       For        Management
1.7   Elect Director Michael D. Rose            For       For        Management
1.8   Elect Director Maria A. Sastre            For       For        Management
1.9   Elect Director Jack A. Smith              For       For        Management
1.10  Elect Director Blaine Sweatt, III         For       For        Management
1.11  Elect Director Rita P. Wilson             For       For        Management
2     Ratify Auditors                           For       For        Management


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

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Lane            For       For        Management
1.2   Elect  Director Antonio Madero B.         For       For        Management
1.3   Elect  Director Aulana L. Peters          For       For        Management
1.4   Elect  Director John R. Walter            For       For        Management


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

DELL INC.

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

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


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

DELPHI CORP.

Ticker:       DPH            Security ID:  247126105
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Oscar de Paula Bernardes  For       Withhold   Management
      Neto
1.2   Elect  Director Dr. Bernd Gottschalk      For       Withhold   Management
1.3   Elect  Director John D. Opie              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Declassify the Board of Directors         Against   For        Shareholder
7     Amend Workplace Code of Conduct           Against   For        Shareholder


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

DELTA AIR LINES, INC.

Ticker:       DAL            Security ID:  247361108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward H. Budd            For       For        Management
1.2   Elect  Director George M.C. Fisher        For       For        Management
1.3   Elect  Director David R. Goode            For       For        Management
1.4   Elect  Director Gerald Grinstein          For       For        Management
1.5   Elect  Director John F. Smith, Jr.        For       For        Management
1.6   Elect  Director Joan E. Spero             For       For        Management
1.7   Elect  Director Larry D. Thompson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder
5     Submit Executive Pension Benefit To Vote  Against   For        Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder


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

DELUXE CORP.

Ticker:       DLX            Security ID:  248019101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald E. Eilers          For       For        Management
1.2   Elect  Director Charles A. Haggerty       For       For        Management
1.3   Elect  Director William A. Hawkins, III   For       For        Management
1.4   Elect  Director Cheryl M. McKissack       For       For        Management
1.5   Elect  Director Lawrence J. Mosner        For       For        Management
1.6   Elect  Director Stephen P. Nachtsheim     For       For        Management
1.7   Elect  Director Mary Ann O'Dwyer          For       For        Management
1.8   Elect  Director Martyn R. Redgrave        For       For        Management
1.9   Elect  Director Robert C. Salipante       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


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

DEVON ENERGY CORP.

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

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


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

DILLARD'S, INC.

Ticker:       DDS            Security ID:  254067101
Meeting Date: MAY 15, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Connor          For       For        Management
1.2   Elect  Director Will D. Davis             For       For        Management
1.3   Elect  Director John Paul Hammerschmidt   For       For        Management
1.4   Elect  Director Peter R. Johnson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Implement ILO Based Code of Conduct       Against   Against    Shareholder


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

DOLLAR GENERAL CORP.

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

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


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

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan B. Allen            For       For        Management
1.2   Elect  Director Peter W. Brown            For       For        Management
1.3   Elect  Director Ronald J. Calise          For       For        Management
1.4   Elect  Director Thos. E. Capps            For       For        Management
1.5   Elect  Director George A. Davidson, Jr.   For       For        Management
1.6   Elect  Director John W. Harris            For       For        Management
1.7   Elect  Director Robert S. Jepson, Jr.     For       For        Management
1.8   Elect  Director Benjamin J. Lambert, III  For       For        Management
1.9   Elect  Director Richard L. Leatherwood    For       For        Management
1.10  Elect  Director Margaret A. McKenna       For       For        Management
1.11  Elect  Director Kenneth A. Randall        For       For        Management
1.12  Elect  Director Frank S. Royal            For       For        Management
1.13  Elect  Director S. Dallas Simmons         For       For        Management
1.14  Elect  Director Robert H. Spilman         For       For        Management
1.15  Elect  Director David A. Wollard          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Executive Compensation to Vote     Against   Against    Shareholder


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

DOVER CORP.

Ticker:       DOV            Security ID:  260003108
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David H. Benson           For       For        Management
1.2   Elect  Director Jean-Pierre M. Ergas      For       For        Management
1.3   Elect  Director Kristiane C. Graham       For       For        Management
1.4   Elect  Director Ronald L. Hoffman         For       For        Management
1.5   Elect  Director James L. Koley            For       For        Management
1.6   Elect  Director Richard K. Lochridge      For       For        Management
1.7   Elect  Director Thomas L. Reece           For       For        Management
1.8   Elect  Director Bernard G. Rethore        For       For        Management
1.9   Elect  Director Gary L. Roubos            For       Withhold   Management
1.10  Elect  Director Michael B. Stubbs         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Other Business                            For       Against    Management


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

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold A. Allemang        For       For        Management
1.2   Elect  Director John C. Danforth          For       For        Management
1.3   Elect  Director Jeff M. Fettig            For       For        Management
1.4   Elect  Director Andrew N. Liveris         For       For        Management
1.5   Elect  Director James M. Ringler          For       For        Management
1.6   Elect  Director William S. Stavropoulos   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Report on Social Initiatives in Bhopal    Against   Against    Shareholder


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

DOW JONES & CO., INC.

Ticker:       DJ             Security ID:  260561105
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
1.2   Elect  Director Vernon E. Jordan, Jr.     For       Withhold   Management
1.3   Elect  Director Lewis B. Campbell         For       For        Management
1.4   Elect  Director Dieter von Holtzbrinck    For       Withhold   Management
1.5   Elect  Director Elizabeth Steele          For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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

DTE ENERGY CO.

Ticker:       DTE            Security ID:  233331107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.2   Elect  Director Allan D. Gilmour          For       For        Management
1.3   Elect  Director Frank M. Hennessey        For       For        Management
1.4   Elect  Director Gail J. McGovern          For       For        Management
1.5   Elect  Director Josue Robles, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management


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

DUKE ENERGY CORP.

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

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


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

DYNEGY, INC.

Ticker:       DYN            Security ID:  26816Q101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles E. Bayless        For       For        Management
1.2   Elect  Director David W. Biegler          For       For        Management
1.3   Elect  Director Linda Walker Bynoe        For       For        Management
1.4   Elect  Director Thomas D. Clark, Jr.      For       For        Management
1.5   Elect  Director Barry J. Galt             For       For        Management
1.6   Elect  Director Patricia A. Hammick       For       For        Management
1.7   Elect  Director George L. Mazanec         For       For        Management
1.8   Elect  Director Robert C. Oelkers         For       For        Management
1.9   Elect  Director Joe J. Stewart            For       For        Management
1.10  Elect  Director William L. Trubeck        For       For        Management
1.11  Elect  Director Bruce A. Williamson       For       For        Management
2     Amend Conversion of Securities            For       For        Management
3     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights
4     Ratify Auditors                           For       For        Management
5     Submit Executive Compensation to Vote     Against   For        Shareholder
6     Develop Equity Compensation Plans and     Against   Against    Shareholder
      Utilize Time-Based & Restricted Share
      Programs in Lieu of Stock Options


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

E*TRADE GROUP, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald D. Fisher          For       For        Management
1.2   Elect  Director George A. Hayter          For       For        Management
1.3   Elect  Director Donna L. Weaver           For       For        Management
2     Ratify Auditors                           For       For        Management


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain J. P. Belda         For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director Curtis J. Crawford        For       For        Management
1.4   Elect  Director John T. Dillon            For       For        Management
1.5   Elect  Director Louisa C. Duemling        For       For        Management
1.6   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.7   Elect  Director Deborah C. Hopkins        For       For        Management
1.8   Elect  Director Lois D. Juliber           For       For        Management
1.9   Elect  Director Masahisa Naitoh           For       For        Management
1.10  Elect  Director William K. Reilly         For       For        Management
1.11  Elect  Director H. Rodney Sharp, III      For       For        Management
1.12  Elect  Director Charles M. Vest           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Against    Shareholder
4     Adopt and Report on a Code of Corporate   Against   Against    Shareholder
      Conduct
5     Limit Executive Compensation              Against   Against    Shareholder


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

EASTMAN CHEMICAL CO.

Ticker:       EMN            Security ID:  277432100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Renee J. Hornbaker        For       For        Management
1.2   Elect  Director Thomas H. McLain          For       For        Management
1.3   Elect  Director Peter M. Wood             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder


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

EASTMAN KODAK CO.

Ticker:       EK             Security ID:  277461109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. Hernandez      For       For        Management
1.2   Elect  Director Hector de J. Ruiz         For       For        Management
1.3   Elect  Director Laura D'Andrea Tyson      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Adopt Chemical Policy                     Against   Against    Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder


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

EATON CORP.

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Critelli       For       For        Management
1.2   Elect  Director Ernie Green               For       For        Management
1.3   Elect  Director Kiran M. Patel            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

EBAY INC.

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

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


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

ECOLAB, INC.

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

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


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

EDISON INTERNATIONAL

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

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


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

ELECTRONIC ARTS, INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 31, 2003   Meeting Type: Annual
Record Date:  JUN 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Richard Asher           For       For        Management
1.2   Elect Director William J. Byron           For       For        Management
1.3   Elect Director Leonard S. Coleman         For       For        Management
1.4   Elect Director Gary M. Kusin              For       For        Management
1.5   Elect Director Gregory B. Maffei          For       For        Management
1.6   Elect Director Timothy Mott               For       For        Management
1.7   Elect Director Lawrence F. Probst III     For       For        Management
1.8   Elect Director Linda J. Srere             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


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

ELECTRONIC DATA SYSTEMS CORP.

Ticker:       EDS            Security ID:  285661104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger A. Enrico           For       For        Management
1.2   Elect  Director Ellen M. Hancock          For       For        Management
1.3   Elect  Director C. Robert Kidder          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


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

ELI LILLY AND CO.

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

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


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


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

EMERSON ELECTRIC CO.

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

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


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

ENGELHARD CORP.

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

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


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

ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maureen Scannell Bateman  For       For        Management
1.2   Elect  Director W. Frank Blount           For       For        Management
1.3   Elect  Director Simon D. deBree           For       For        Management
1.4   Elect  Director Claiborne P. Deming       For       For        Management
1.5   Elect  Director Alexis M. Herman          For       For        Management
1.6   Elect  Director Donald C. Hintz           For       For        Management
1.7   Elect  Director J. Wayne Leonard          For       For        Management
1.8   Elect  Director Robert v.d. Luft          For       For        Management
1.9   Elect  Director Kathleen A. Murphy        For       For        Management
1.10  Elect  Director Paul W. Murrill           For       For        Management
1.11  Elect  Director James R. Nichols          For       For        Management
1.12  Elect  Director William A. Percy, II      For       For        Management
1.13  Elect  Director Dennis H. Reilley         For       For        Management
1.14  Elect  Director Wm. Clifford Smith        For       For        Management
1.15  Elect  Director Bismark A. Steinhagen     For       For        Management
1.16  Elect  Director Steven V. Wilkinson       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George A. Alcorn          For       For        Management
1.2   Elect  Director Charles R. Crisp          For       For        Management
1.3   Elect  Director Mark G. Papa              For       For        Management
1.4   Elect  Director Edmund P. Segner, III     For       For        Management
1.5   Elect  Director Donald F. Textor          For       For        Management
1.6   Elect  Director Frank G. Wisner           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Other Business                            For       Against    Management


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

EQUIFAX INC.

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

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


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

EQUITY OFFICE PROPERTIES TRUST

Ticker:       EOP            Security ID:  294741103
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas E. Dobrowski       For       For        Management
1.2   Elect  Director William M. Goodyear       For       For        Management
1.3   Elect  Director James D. Harper, Jr.      For       For        Management
1.4   Elect  Director Richard D. Kincaid        For       For        Management
1.5   Elect  Director David K. Mckown           For       For        Management
1.6   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.7   Elect  Director Edwin N. Sidman           For       For        Management
1.8   Elect  Director J. H.W.R. Van Der Vlist   For       For        Management
1.9   Elect  Director Samuel Zell               For       For        Management
2     Ratify Auditors                           For       For        Management


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

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alexander         For       For        Management
1.2   Elect  Director Charles L. Atwood         For       For        Management
1.3   Elect  Director Bruce W. Duncan           For       For        Management
1.4   Elect  Director Stephen O. Evans          For       For        Management
1.5   Elect  Director James D. Harper, Jr.      For       For        Management
1.6   Elect  Director Boone A. Knox             For       For        Management
1.7   Elect  Director Desiree G. Rogers         For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Gerald A. Spector         For       For        Management
1.10  Elect  Director B. Joseph White           For       For        Management
1.11  Elect  Director Samuel Zell               For       For        Management
2     Amend Articles/Bylaws/Charter to Remove   For       For        Management
      Antitakeover Provision(s)
3     Ratify Auditors                           For       For        Management


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas DeBenedictis     For       For        Management
1.2   Elect  Director G. Fred Dibona, Jr.       For       For        Management
1.3   Elect  Director Sue L. Gin                For       For        Management
1.4   Elect  Director Edgar D. Jannotta         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

EXPRESS SCRIPTS, INC.

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

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


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director James R. Houghton         For       For        Management
1.3   Elect  Director William R. Howell         For       For        Management
1.4   Elect  Director Reatha Clark King         For       For        Management
1.5   Elect  Director Philip E. Lippincott      For       For        Management
1.6   Elect  Director Harry J. Longwell         For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Affirm Political Nonpartisanship          Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Report on Equatorial Guinea               Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation
11    Report on Climate Change Research         Against   Against    Shareholder


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

FAMILY DOLLAR STORES, INC.

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

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


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

FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen B. Ashley         For       For        Management
1.2   Elect  Director Kenneth M. Duberstein     For       For        Management
1.3   Elect  Director Thomas P. Gerrity         For       For        Management
1.4   Elect  Director Timothy Howard            For       For        Management
1.5   Elect  Director Ann Korologos             For       For        Management
1.6   Elect  Director Frederic V. Malek         For       For        Management
1.7   Elect  Director Donald B. Marron          For       For        Management
1.8   Elect  Director Daniel H. Mudd            For       For        Management
1.9   Elect  Director Anne M. Mulcahy           For       For        Management
1.10  Elect  Director Joe K. Pickett            For       For        Management
1.11  Elect  Director Leslie Rahl               For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director H. Patrick Swygert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


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

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sara Levinson             For       Withhold   Management
1.2   Elect  Director Joseph Neubauer           For       Withhold   Management
1.3   Elect  Director Joseph A. Pichler         For       Withhold   Management
1.4   Elect  Director Karl M. von der Heyden    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director August A. Busch IV         For       For        Management
1.2   Elect Director John A. Edwardson          For       For        Management
1.3   Elect Director George J. Mitchell         For       Withhold   Management
1.4   Elect Director Joshua I. Smith            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

FIFTH THIRD BANCORP

Ticker:       FITB           Security ID:  316773100
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Darryl F. Allen           For       For        Management
1.2   Elect  Director Allen M. Hill             For       For        Management
1.3   Elect  Director Dr Mitchel D Livingston   For       For        Management
1.4   Elect  Director Hendrik G. Meijer         For       For        Management
1.5   Elect  Director James E. Rogers           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Sexual Orientation                  None      For        Shareholder
      Non-Discrimination Policy


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

FIRST DATA CORP.

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

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


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

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


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

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  337162101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Blattberg       For       For        Management
1.2   Elect  Director J. Kenneth Glass          For       For        Management
1.3   Elect  Director Michael D. Rose           For       For        Management
1.4   Elect  Director Luke Yancy III            For       Withhold   Management
1.5   Elect  Director Mary F. Sammons           For       For        Management
2     Change Company Name                       For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul T. Addison           For       For        Management
1.2   Elect  Director Ernest J. Novak, Jr.      For       For        Management
1.3   Elect  Director John M. Pietruski         For       For        Management
1.4   Elect  Director Catherine A. Rein         For       For        Management
1.5   Elect  Director Robert C. Savage          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Approve Deferred Compensation Plan        For       For        Management
6     Approve Deferred Compensation Plan        For       For        Management
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
9     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
10    Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K.R. Jensen                For       For        Management
1.2   Elect Director K.M. Robak                 For       For        Management
1.3   Elect Director T.C. Wertheimer            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

FLEETBOSTON FINANCIAL CORP.

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

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


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

FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James T. Hackett          For       Withhold   Management
1.2   Elect  Director Kent Kresa                For       For        Management
1.3   Elect  Director Robin W. Renwick          For       Withhold   Management
1.4   Elect  Director Martha R. Seger           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. H. Bond           For       Withhold   Management
1.2   Elect  Director Stephen G. Butler         For       For        Management
1.3   Elect  Director Kimberly A. Casiano       For       For        Management
1.4   Elect  Director Edsel B. Ford II          For       For        Management
1.5   Elect  Director William Clay Ford         For       For        Management
1.6   Elect  Director William Clay Ford, Jr.    For       For        Management
1.7   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
1.8   Elect  Director Marie-Josee Kravis        For       For        Management
1.9   Elect  Director Richard A. Manoogian      For       For        Management
1.10  Elect  Director Ellen R. Marram           For       For        Management
1.11  Elect  Director Homer A. Neal             For       For        Management
1.12  Elect  Director Jorma Ollila              For       For        Management
1.13  Elect  Director Carl E. Reichardt         For       For        Management
1.14  Elect  Director Robert E. Rubin           For       Withhold   Management
1.15  Elect  Director Nicholas V. Scheele       For       For        Management
1.16  Elect  Director John L. Thornton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Establish Other Board Committee           Against   For        Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Amend By Laws Relating to Board           Against   Against    Shareholder
      Independence
7     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


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

FOREST LABORATORIES, INC.

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

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


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

FORTUNE BRANDS, INC.

Ticker:       FO             Security ID:  349631101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne M. Tatlock           For       Withhold   Management
1.2   Elect  Director Norman H. Wesley          For       Withhold   Management
1.3   Elect  Director Peter M. Wilson           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Sherry S. Barrat          For       For        Management
1.3   Elect  Director Robert M. Beall, Ii       For       For        Management
1.4   Elect  Director J. Hyatt Brown            For       For        Management
1.5   Elect  Director James L. Camaren          For       For        Management
1.6   Elect  Director Lewis Hay III             For       For        Management
1.7   Elect  Director Frederic V. Malek         For       For        Management
1.8   Elect  Director Michael H. Thaman         For       For        Management
1.9   Elect  Director Paul R. Tregurtha         For       For        Management
1.10  Elect  Director Frank G. Zarb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Increase Authorized Common Stock          For       For        Management


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harmon E. Burns            For       For        Management
1.2   Elect Director Charles Crocker            For       For        Management
1.3   Elect Director Robert D. Joffe            For       For        Management
1.4   Elect Director Charles B. Johnson         For       For        Management
1.5   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.6   Elect Director Thomas H. Kean             For       For        Management
1.7   Elect Director James A. McCarthy          For       For        Management
1.8   Elect Director Chutta Ratnathicam         For       For        Management
1.9   Elect Director Peter M. Sacerdote         For       For        Management
1.10  Elect Director Anne M. Tatlock            For       For        Management
1.11  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joan E. Donoghue          For       For        Management
1.2   Elect  Director Michelle Engler           For       For        Management
1.3   Elect  Director Richard Karl Goeltz       For       For        Management
1.4   Elect  Director George D. Gould           For       For        Management
1.5   Elect  Director Henry Kaufman             For       For        Management
1.6   Elect  Director John B. Mccoy             For       For        Management
1.7   Elect  Director Shaun F. O'Malley         For       For        Management
1.8   Elect  Director Ronald F. Poe             For       For        Management
1.9   Elect  Director Stephen A. Ross           For       For        Management
1.10  Elect  Director Donald J. Schuenke        For       For        Management
1.11  Elect  Director Christina Seix            For       For        Management
1.12  Elect  Director Richard F. Syron          For       For        Management
1.13  Elect  Director William J. Turner         For       For        Management
2     Ratify Auditors                           For       For        Management


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director  Robert J. Allison, Jr.   For       For        Management
1.2   Elect  Director  R. Leigh Clifford        For       Withhold   Management
1.3   Elect  Director  James R. Moffett         For       For        Management
1.4   Elect  Director  B. M. Rankin, Jr.        For       For        Management
1.5   Elect  Director  J. Taylor Wharton        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Halt Payments to Indonesian Military      Against   Against    Shareholder


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James A. Johnson          For       For        Management
1.2   Elect  Director Douglas H. McCorkindale   For       For        Management
1.3   Elect  Director Stephen P. Munn           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard Behar              For       For        Management
1.2   Elect  Director Adrian D.P. Bellamy       For       For        Management
1.3   Elect  Director Donald G. Fisher          For       For        Management
1.4   Elect  Director Doris F. Fisher           For       For        Management
1.5   Elect  Director Robert J. Fisher          For       For        Management
1.6   Elect  Director Glenda A. Hatchett        For       For        Management
1.7   Elect  Director Penelope L. Hughes        For       For        Management
1.8   Elect  Director Bob L. Martin             For       For        Management
1.9   Elect  Director Jorge P. Montoya          For       For        Management
1.10  Elect  Director Paul S. Pressler          For       For        Management
1.11  Elect  Director James M. Schneider        For       For        Management
1.12  Elect  Director Mayo A. Shattuck III      For       For        Management
1.13  Elect  Director Margaret C. Whitman       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


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

GATEWAY INC

Ticker:       GTW            Security ID:  367626108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas L. Lacey          For       For        Management
1.2   Elect  Director Wayne R. Inouye           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
5     Board Diversity                           Against   Against    Shareholder


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

GENERAL DYNAMICS CORP.

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

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


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

GENERAL ELECTRIC CO.

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

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


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Demeritt        For       For        Management
1.2   Elect Director Livio D. DeSimone          For       For        Management
1.3   Elect Director William T. Esrey           For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Robert L. Johnson          For       For        Management
1.7   Elect Director John M. Keenan             For       For        Management
1.8   Elect Director Heidi G. Miller            For       For        Management
1.9   Elect Director Hilda Ochoa-Brillembourg   For       For        Management
1.10  Elect Director Stephen W. Sanger          For       For        Management
1.11  Elect Director A. Michael Spence          For       For        Management
1.12  Elect Director Dorothy A. Terrell         For       For        Management
1.13  Elect Director Raymond G. Viault          For       For        Management
1.14  Elect Director Paul S. Walsh              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Percy N. Barnevik         For       For        Management
1.2   Elect  Director John H. Bryan             For       For        Management
1.3   Elect  Director Armando M. Codina         For       For        Management
1.4   Elect  Director George M.C. Fisher        For       For        Management
1.5   Elect  Director Karen Katen               For       For        Management
1.6   Elect  Director Kent Kresa                For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Philip A. Laskawy         For       For        Management
1.9   Elect  Director E.Stanley O'Neal          For       For        Management
1.10  Elect  Director Eckhard Pfeiffer          For       For        Management
1.11  Elect  Director G.Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Composition of Committees to        Against   Against    Shareholder
      Independent Directors
7     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
8     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
9     Establish Executive and Director Stock    Against   Against    Shareholder
      Ownership Guidelines


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: OCT 3, 2003    Meeting Type: Written Consent
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles                            For       For        Management
2     Amend Articles                            For       For        Management
3     Approve Hughes Split-Off                  For       For        Management
4     Approve GM/News Stock Sale                For       For        Management
5     Approve News Stock Acquisition            For       For        Management
6     Amend Articles                            For       For        Management


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

GENUINE PARTS CO.

Ticker:       GPC            Security ID:  372460105
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jean Douville             For       For        Management
1.2   Elect  Director Michael M.E. Johns, M.D.  For       For        Management
1.3   Elect  Director J. Hicks Lanier           For       For        Management
1.4   Elect  Director Wendy B. Needham          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Company-Specific -- Shareholder           Against   Against    Shareholder
      Miscellaneous


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas A. Berthiaume     For       For        Management
1.2   Elect  Director Henry E. Blair            For       For        Management
1.3   Elect  Director Gail K. Boudreaux         For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Increase Authorized Preferred Stock       For       Against    Management
6     Ratify Auditors                           For       For        Management
7     Limit Awards to Executives                Against   Against    Shareholder


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

GEORGIA-PACIFIC CORP.

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

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


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

GILLETTE CO., THE

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

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


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

GOLDEN WEST FINANCIAL CORP.

Ticker:       GDW            Security ID:  381317106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patricia A. King          For       For        Management
1.2   Elect  Director Marion O. Sandler         For       For        Management
1.3   Elect  Director Leslie Tang Schilling     For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

GOODRICH CORPORATION

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

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


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

GOODYEAR TIRE & RUBBER CO., THE

Ticker:       GT             Security ID:  382550101
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Keegan          For       For        Management
1.2   Elect  Director Rodney O'Neal             For       For        Management
1.3   Elect  Director Shirley D. Peterson       For       For        Management
1.4   Elect  Director John G. Breen             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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

GREAT LAKES CHEMICAL CORP.

Ticker:       GLK            Security ID:  390568103
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Crownover        For       For        Management
1.2   Elect  Director Louis E. Lataif           For       For        Management
1.3   Elect  Director Mack G. Nichols           For       For        Management
2     Seek Sale of Company/Assets               Against   Against    Shareholder


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

GUIDANT CORP.

Ticker:       GDT            Security ID:  401698105
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maurice A. Cox, Jr.       For       For        Management
1.2   Elect  Director Nancy-Ann Min DeParle     For       For        Management
1.3   Elect  Director Ronald W. Dollens         For       For        Management
1.4   Elect  Director Enrique C. Falla          For       For        Management
1.5   Elect  Director Kristina M. Johnson,      For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

H&R  BLOCK, INC.

Ticker:       HRB            Security ID:  93671105
Meeting Date: SEP 10, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Kenneth Baum            For       For        Management
1.2   Elect Director Henry F. Frigon            For       For        Management
1.3   Elect Director Roger W. Hale              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

H. J. HEINZ CO.

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

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


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Crandall        For       For        Management
1.2   Elect  Director Kenneth T. Derr           For       For        Management
1.3   Elect  Director Charles J. DiBona         For       For        Management
1.4   Elect  Director W. R. Howell              For       For        Management
1.5   Elect  Director Ray L. Hunt               For       For        Management
1.6   Elect  Director David J. Lesar            For       For        Management
1.7   Elect  Director Aylwin B. Lewis           For       For        Management
1.8   Elect  Director J. Landis Martin          For       For        Management
1.9   Elect  Director Jay A. Precourt           For       For        Management
1.10  Elect  Director Debra L. Reed             For       For        Management
1.11  Elect  Director C. J. Silas               For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Review/Report on Operations in Iran       Against   Against    Shareholder
4     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

HARLEY-DAVIDSON, INC.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry K. Allen             For       For        Management
1.2   Elect Director Richard I. Beattie         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

HARRAH'S ENTERTAINMENT, INC.

Ticker:       HET            Security ID:  413619107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ralph Horn                For       For        Management
1.2   Elect  Director Gary W. Loveman           For       For        Management
1.3   Elect  Director Philip G. Satre           For       For        Management
1.4   Elect  Director Boake A. Sells            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ramani Ayer               For       For        Management
1.2   Elect  Director Ronald E. Ferguson        For       For        Management
1.3   Elect  Director Edward J. Kelly, III      For       For        Management
1.4   Elect  Director Paul G. Kirk, Jr.         For       For        Management
1.5   Elect  Director Thomas M. Marra           For       For        Management
1.6   Elect  Director Gail J. McGovern          For       For        Management
1.7   Elect  Director Robert W. Selander        For       For        Management
1.8   Elect  Director Charles B. Strauss        For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Gordon I. Ulmer           For       For        Management
1.11  Elect  Director David K. Zwiener          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan R. Batkin            For       For        Management
1.2   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.3   Elect  Director John M. Connors, Jr.      For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Alan G. Hassenfeld        For       For        Management
1.6   Elect  Director Claudine B. Malone        For       For        Management
1.7   Elect  Director Edward M. Philip          For       For        Management
1.8   Elect  Director Paula Stern               For       For        Management
1.9   Elect  Director Alfred J. Verrecchia      For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement and Monitor Code of Corporate   Against   Against    Shareholder
      Conduct - ILO Standards


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

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Management Stock Purchase Plan      For       For        Management


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

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: FEB 17, 2004   Meeting Type: Annual
Record Date:  DEC 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Schoen          For       For        Management
1.2   Elect Director Joseph V. Vumbacco         For       For        Management
1.3   Elect Director Kent P. Dauten             For       For        Management
1.4   Elect Director Donald E. Kiernan          For       For        Management
1.5   Elect Director Robert A. Knox             For       For        Management
1.6   Elect Director William E. Mayberry, M.D.  For       For        Management
1.7   Elect Director William C. Steere, Jr.     For       For        Management
1.8   Elect Director Randolph W. Westerfield,   For       For        Management
      Ph.D.


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

HERCULES INC.

Ticker:       HPC            Security ID:  427056106
Meeting Date: JUL 25, 2003   Meeting Type: Proxy Contest
Record Date:  JUN 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harry Fields               For       Do Not     Management
                                                          Vote
1.2   Elect Director Anthony Kronman            For       Do Not     Management
                                                          Vote
1.3   Elect Director Vincent Tese               For       Do Not     Management
                                                          Vote
1.4   Elect Director Gerald Tsai, Jr.           For       Do Not     Management
                                                          Vote
2     Ratify Auditors                           None      Do Not     Management
                                                          Vote
3     Approve Non-Employee Director Omnibus     Against   Do Not     Management
      Stock Plan                                          Vote
4     Redemption of the company's Rights        For       Do Not     Shareholder
      Agreement                                           Vote
5     Amend Articles to reinstate the rights of For       Do Not     Shareholder
      the shareholders -- Call Special Meetings           Vote
      and Act by Written Consent
1.1   Elect Director Patrick Duff               For       For        Management
1.2   Elect Director Thomas P. Gerrity          For       For        Management
1.3   Elect Director John K. Wulff              For       For        Management
1.4   Elect Director Joe B. Wyatt               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Redemption of the company's Rights        Against   For        Shareholder
      Agreement
5     Amend Articles to reinstate the rights of Against   For        Shareholder
      the shareholders -- Call Special Meetings
      and Act by Written Consent


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

HERCULES INC.

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

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


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

HERSHEY FOODS CORP.

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Boscia               For       For        Management
1.2   Elect  Director R.H. Campbell             For       For        Management
1.3   Elect  Director R.F. Cavanaugh            For       For        Management
1.4   Elect  Director G.P. Coughlan             For       For        Management
1.5   Elect  Director H. Edelman                For       For        Management
1.6   Elect  Director B.G. Hill                 For       For        Management
1.7   Elect  Director R.H. Lenny                For       For        Management
1.8   Elect  Director M.J. Mcdonald             For       For        Management
1.9   Elect  Director M.J. Toulantis            For       For        Management
2     Ratify Auditors                           For       For        Management


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


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

HILTON HOTELS CORP.

Ticker:       HLT            Security ID:  432848109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Steven Crown           For       For        Management
1.2   Elect  Director David Michels             For       For        Management
1.3   Elect  Director John H. Myers             For       For        Management
1.4   Elect  Director Donna F. Tuttle           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Incentive Bonus Plan              For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder
6     Require Majority of Independent Directors Against   For        Shareholder
      on Board


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

HOME DEPOT, INC. (THE)

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

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


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

HONEYWELL INTERNATIONAL, INC.

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

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


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

HUMANA INC.

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

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


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

HUNTINGTON BANCSHARES INC.

Ticker:       HBAN           Security ID:  446150104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Karen A. Holbrook         For       For        Management
1.2   Elect  Director David P. Lauer            For       For        Management
1.3   Elect  Director Kathleen H. Ransier       For       For        Management
1.4   Elect  Director David L. Porteous         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Aldinger       For       For        Management
1.2   Elect  Director Michael J. Birck          For       For        Management
1.3   Elect  Director Marvin D. Brailsford      For       For        Management
1.4   Elect  Director James R. Cantalupo        For       For        Management
1.5   Elect  Director Susan Crown               For       For        Management
1.6   Elect  Director Don H. Davis, Jr.         For       For        Management
1.7   Elect  Director W. James Farrell          For       For        Management
1.8   Elect  Director Robert C. McCormack       For       For        Management
1.9   Elect  Director Robert S. Morrison        For       For        Management
1.10  Elect  Director Harold B. Smith           For       For        Management
2     Ratify Auditors                           For       For        Management


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

IMS HEALTH INC.

Ticker:       RX             Security ID:  449934108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James D. Edwards          For       For        Management
1.2   Elect  Director David M. Thomas           For       For        Management
1.3   Elect  Director William C. Van Faasen     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.C. Godsoe               For       For        Management
1.2   Elect  Director C.J. Horner               For       For        Management
1.3   Elect  Director O.R. Smith                For       For        Management
2     ADOPTION OF AMENDED AND RESTATED          For       For        Management
      INCENTIVE STOCK PLAN OF 1998.
3     APPROVAL OF AMENDED AND RESTATED          For       For        Management
      BYE-LAWS.
4     Ratify Auditors                           For       For        Management
5     SHAREHOLDER PROPOSAL TO DECLASSIFY THE    Against   For        Shareholder
      BOARD OF DIRECTORS.
6     SHAREHOLDER PROPOSAL TO CHANGE THE        Against   Against    Shareholder
      COMPANY S JURISDICTION OF INCORPORATION.
7     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      SEPARATION OF THE CHIEF EXECUTIVE OFFICER
      AND THE CHAIR OF THE BOARD.


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


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

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Ticker:       IFF            Security ID:  459506101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Margaret Hayes Adame      For       For        Management

1.2   Elect  Director Gunter Blobel             For       For        Management
1.3   Elect  Director J. Michael Cook           For       For        Management
1.4   Elect  Director Peter A. Georgescu        For       For        Management
1.5   Elect  Director Richard A. Goldstein      For       For        Management
1.6   Elect  Director Alexandra A. Herzan       For       For        Management
1.7   Elect  Director Arthur C. Martinez        For       For        Management
1.8   Elect  Director Burton M. Tansky          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Thomas Baker           For       For        Management
1.2   Elect  Director Neil Barsky               For       For        Management
1.3   Elect  Director Robert A. Bittman         For       For        Management
1.4   Elect  Director Richard R. Burt           For       For        Management
1.5   Elect  Director Leslie S. Heisz           For       For        Management
1.6   Elect  Director Robert A. Mathewson       For       For        Management
1.7   Elect  Director Thomas J. Matthews        For       For        Management
1.8   Elect  Director Robert Miller             For       Withhold   Management
1.9   Elect  Director Frederick B. Rentschler   For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

INTERNATIONAL PAPER CO.

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

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


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

INTERPUBLIC GROUP OF COMPANIES, INC., THE

Ticker:       IPG            Security ID:  460690100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Bell              For       For        Management
1.2   Elect Director Frank J. Borell            For       For        Management
1.3   Elect Director Reginald K. Brack          For       For        Management
1.4   Elect Director Jill M. Considine          For       For        Management
1.5   Elect Director Christopher J. Coughlin    For       For        Management
1.6   Elect Director John J. Donner, Jr.        For       For        Management
1.7   Elect Director Richard A. Goldstein       For       For        Management
1.8   Elect Director H. John Greenlaus          For       For        Management
1.9   Elect Director Michael I. Roth            For       For        Management
1.10  Elect Director J. Phillip Samper          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management
5     MacBride Principles                       Against   Against    Shareholder


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

INTUIT, INC.

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

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


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

ITT INDUSTRIES, INC.

Ticker:       ITT            Security ID:  450911102
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify Auditors                           For       For        Management
2.1   Elect  Director Louis J. Giuliano         For       For        Management
2.2   Elect  Director Curtis J. Crawford        For       For        Management
2.3   Elect  Director Christina A. Gold         For       For        Management
2.4   Elect  Director Ralph F. Hake             For       For        Management
2.5   Elect  Director John J. Hamre             For       For        Management
2.6   Elect  Director Raymond W. LeBoeuf        For       For        Management
2.7   Elect  Director Frank T. MacInnis         For       For        Management
2.8   Elect  Director Linda S. Sanford          For       For        Management
2.9   Elect  Director Markos I. Tambakeras      For       For        Management


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

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Colleen C. Barrett        For       For        Management
1.2   Elect  Director M.Anthony Burns           For       Withhold   Management
1.3   Elect  Director Maxine K. Clark           For       For        Management
1.4   Elect  Director Allen Questrom            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 13, 2004   Meeting Type: Annual
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William D. Morean          For       For        Management
1.2   Elect Director Thomas A. Sansone          For       For        Management
1.3   Elect Director Timothy L. Main            For       For        Management
1.4   Elect Director Lawrence J. Murphy         For       For        Management
1.5   Elect Director Mel S. Lavitt              For       For        Management
1.6   Elect Director Steven A. Raymund          For       For        Management
1.7   Elect Director Frank A. Newman            For       For        Management
1.8   Elect Director Laurence S. Grafstein      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Andrew Cox             For       For        Management
1.2   Elect  Director James P. Craig, III       For       For        Management
1.3   Elect  Director Deborah R. Gatzek         For       For        Management
2     Ratify Auditors                           For       For        Management


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

JDS UNIPHASE CORP.

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

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


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

JEFFERSON-PILOT CORP.

Ticker:       JP             Security ID:  475070108
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis R. Glass           For       For        Management
1.2   Elect  Director George W. Henderson, III  For       For        Management
1.3   Elect  Director Patrick S. Pittard        For       For        Management
1.4   Elect  Director Robert G. Greer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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

JOHN HANCOCK FINANCIAL SERVICES, INC.

Ticker:       JHF            Security ID:  41014S106
Meeting Date: FEB 24, 2004   Meeting Type: Special
Record Date:  JAN 2, 2004

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


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       For        Management
1.5   Elect  Director M. Judah Folkman          For       For        Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Against    Shareholder


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 28, 2004   Meeting Type: Annual
Record Date:  NOV 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Barnett          For       For        Management
1.2   Elect Director Willie D. Davis            For       For        Management
1.3   Elect Director Jeffrey A. Joerres         For       For        Management
1.4   Elect Director Richard F. Teerlink        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
6     Amend Restricted Stock Plan               For       For        Management


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

JONES APPAREL GROUP, INC.

Ticker:       JNY            Security ID:  480074103
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter Boneparth           For       For        Management
1.2   Elect  Director Sidney Kimmel             For       For        Management
1.3   Elect  Director Geraldine Stutz           For       For        Management
1.4   Elect  Director Howard Gittis             For       For        Management
1.5   Elect  Director Anthony F. Scarpa         For       For        Management
1.6   Elect  Director Matthew H. Kamens         For       For        Management
1.7   Elect  Director Michael L. Tarnopol       For       For        Management
1.8   Elect  Director J. Robert Kerrey          For       For        Management
1.9   Elect  Director Ann N. Reese              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

JPMORGAN CHASE & CO.

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

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


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

KB HOME

Ticker:       KBH            Security ID:  48666K109
Meeting Date: APR 1, 2004    Meeting Type: Annual
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ronald W. Burkle           For       For        Management
1.2   Elect Director Ray R. Irani               For       For        Management
1.3   Elect Director Leslie Moonves             For       For        Management
1.4   Elect Director Luis G. Nogales            For       For        Management
1.5   Elect Director Melissa Lora               For       For        Management
2     Ratify Auditors                           For       For        Management


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

KELLOGG CO.

Ticker:       K              Security ID:  487836108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Benjamin S. Carson, Sr.   For       For        Management
1.2   Elect  Director Gordon Gund               For       For        Management
1.3   Elect  Director Dorothy A. Johnson        For       For        Management
1.4   Elect  Director Ann Mclaughlin Korologos  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)


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

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: JUN 25, 2004   Meeting Type: Special
Record Date:  MAY 20, 2004

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


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

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Bradford       For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director David C Genever-Watling   For       For        Management
1.4   Elect  Director Farah M. Walters          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establishment of an Office of the Board   Against   For        Shareholder
      of Directors


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

KEYCORP

Ticker:       KEY            Security ID:  493267108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander M. Cutler       For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Eduardo R. Menasce        For       For        Management
1.4   Elect  Director Henry L. Meyer III        For       For        Management
1.5   Elect  Director Peter G. Ten Eyck, II     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

KEYSPAN CORPORATION

Ticker:       KSE            Security ID:  49337W100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. Catell          For       For        Management
1.2   Elect  Director Andrea S. Christensen     For       For        Management
1.3   Elect  Director Alan H. Fishman           For       For        Management
1.4   Elect  Director J. Atwood Ives            For       For        Management
1.5   Elect  Director James R. Jones            For       For        Management
1.6   Elect  Director James L. Larocca          For       For        Management
1.7   Elect  Director Gloria C. Larson          For       For        Management
1.8   Elect  Director Stephen W. Mckessy        For       For        Management
1.9   Elect  Director Edward D. Miller          For       For        Management
1.10  Elect  Director Vikki L. Pryor            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       Withhold   Management
1.2   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.3   Elect  Director Linda Johnson Rice        For       Withhold   Management
1.4   Elect  Director Marc J. Shapiro           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

KINDER MORGAN, INC.

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

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


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

KING PHARMACEUTICALS INC.

Ticker:       KG             Security ID:  495582108
Meeting Date: NOV 4, 2003    Meeting Type: Annual
Record Date:  SEP 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Earnest W. Deavenport, Jr. For       For        Management
      as Class II Director
1.2   Elect Director Elizabeth M. Greetham as   For       For        Management
      Class II Director
1.3   Elect Director James R. Lattanzi as Class For       For        Management
      III Director
1.4   Elect Director Philip M. Pfeffer as Class For       For        Management
      II Director
1.5   Elect Director Ted G. Wood as Class I     For       For        Management
      Director
2     Ratify Auditors                           For       For        Management


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

KLA-TENCOR CORP.

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

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


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

KNIGHT-RIDDER, INC.

Ticker:       KRI            Security ID:  499040103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark A. Ernst             For       For        Management
1.2   Elect  Director K. Foley Feldstein        For       For        Management
1.3   Elect  Director Thomas P. Gerrity         For       For        Management
1.4   Elect  Director Gonzalo F. Valdes-Fauli   For       For        Management
2     Ratify Auditors                           For       For        Management


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wayne Embry               For       For        Management
1.2   Elect  Director John F. Herma             For       Withhold   Management
1.3   Elect  Director R. Lawrence Montgomery    For       Withhold   Management
1.4   Elect  Director Frank V. Sica             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Stock/Indexed Options   Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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

KROGER CO., THE

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Clendenin         For       For        Management
1.2   Elect  Director David B. Dillon           For       For        Management
1.3   Elect  Director David B. Lewis            For       For        Management
1.4   Elect  Director Don W. McGeorge           For       For        Management
1.5   Elect  Director W. Rodney McMullen        For       For        Management
1.6   Elect  Director Susan M. Phillips         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder
5     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote


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

LEGGETT & PLATT, INC.

Ticker:       LEG            Security ID:  524660107
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raymond F. Bentele        For       For        Management
1.2   Elect  Director Ralph W. Clark            For       For        Management
1.3   Elect  Director Harry M. Cornell, Jr.     For       For        Management
1.4   Elect  Director Robert Ted Enloe, III     For       For        Management
1.5   Elect  Director Richard T. Fisher         For       For        Management
1.6   Elect  Director Karl G. Glassman          For       For        Management
1.7   Elect  Director David S. Haffner          For       For        Management
1.8   Elect  Director Judy C. Odom              For       For        Management
1.9   Elect  Director Maurice E. Purnell, Jr.   For       For        Management
1.10  Elect  Director Felix E. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 2, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger S. Berlind          For       For        Management
1.2   Elect  Director Marsha Johnson Evans      For       For        Management
1.3   Elect  Director Sir Christopher Gent      For       For        Management
1.4   Elect  Director Dina Merrill              For       For        Management
2     Ratify Auditors                           For       For        Management


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

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank T. Cary             For       For        Management
1.2   Elect  Director Paul J. Curlander         For       For        Management
1.3   Elect  Director Martin D. Walker          For       For        Management
1.4   Elect  Director James F. Hardymon         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

LIMITED BRANDS

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

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


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

LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Avery          For       For        Management
1.2   Elect  Director Jon A. Boscia             For       For        Management
1.3   Elect  Director Eric G. Johnson           For       For        Management
1.4   Elect  Director Glenn F. Tilton           For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management


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

LINEAR TECHNOLOGY CORP.

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

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


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

LIZ CLAIBORNE, INC.

Ticker:       LIZ            Security ID:  539320101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raul J. Fernandez         For       For        Management
1.2   Elect  Director Mary Kay Haben            For       For        Management
1.3   Elect  Director Kenneth P. Kopelman       For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
2     Ratify Auditors                           For       For        Management


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.C. 'Pete' Aldridge, Jr. For       For        Management
1.2   Elect  Director Nolan D. Archibald        For       For        Management
1.3   Elect  Director Norman R. Augustine       For       Withhold   Management
1.4   Elect  Director Marcus C. Bennett         For       For        Management
1.5   Elect  Director Vance D. Coffman          For       For        Management
1.6   Elect  Director Gwendolyn S. King         For       For        Management
1.7   Elect  Director Douglas H. McCorkindale   For       For        Management
1.8   Elect  Director Eugene F. Murphy          For       For        Management
1.9   Elect  Director Joseph W. Ralston         For       Withhold   Management
1.10  Elect  Director Frank Savage              For       For        Management
1.11  Elect  Director Anne Stevens              For       For        Management
1.12  Elect  Director Robert J. Stevens         For       For        Management
1.13  Elect  Director James R. Ukropina         For       For        Management
1.14  Elect  Director Douglas C. Yearley        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts


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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph L. Bower           For       For        Management
1.2   Elect  Director John Brademas             For       For        Management
1.3   Elect  Director Charles M. Diker          For       For        Management
1.4   Elect  Director Paul J. Fribourg          For       For        Management
1.5   Elect  Director Philip A. Laskawy         For       For        Management
1.6   Elect  Director Gloria R. Scott           For       For        Management
1.7   Elect  Director Andrew H. Tisch           For       For        Management
1.8   Elect  Director James S. Tisch            For       For        Management
1.9   Elect  Director Jonathan M. Tisch         For       For        Management
1.10  Elect  Director Preston R. Tisch          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Support Legislation and Make Public       Against   For        Shareholder
      Statements on Environmental Tobacco Smoke
5     Cease Charitable Contributions            Against   Against    Shareholder


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

LOUISIANA-PACIFIC CORP

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

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


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

LOWE

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

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


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

LSI LOGIC CORP.

Ticker:       LSI            Security ID:  502161102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wilfred J. Corrigan       For       For        Management
1.2   Elect  Director James H. Keyes            For       For        Management
1.3   Elect  Director Malcolm R. Currie         For       For        Management
1.4   Elect  Director T.Z. Chu                  For       For        Management
1.5   Elect  Director R. Douglas Norby          For       For        Management
1.6   Elect  Director Matthew J. O'Rourke       For       For        Management
1.7   Elect  Director Gregorio Reyes            For       For        Management
1.8   Elect  Director Larry W. Sonsini          For       For        Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

LUCENT TECHNOLOGIES INC.

Ticker:       LU             Security ID:  549463107
Meeting Date: FEB 18, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karl J. Krapek             For       For        Management
1.2   Elect Director Patricia F. Russo          For       For        Management
1.3   Elect Director Henry B. Schacht           For       For        Management
1.4   Elect Director Franklin A. Thomas         For       For        Management
2     Declassify the Board of Directors and     For       For        Management
      Amend Director Removal Provision
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Approve Reverse Stock Split               For       For        Management
5     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
6     Prohibit Awards to Executives             Against   Against    Shareholder


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

MANOR CARE, INC.

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

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


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

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles F. Bolden, Jr.    For       For        Management
1.2   Elect  Director Charles R. Lee            For       For        Management
1.3   Elect  Director Dennis H. Reilley         For       For        Management
1.4   Elect  Director Thomas J. Usher           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

MARRIOTT INTERNATIONAL INC. (NEW)

Ticker:       MAR            Security ID:  571903202
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence W. Kellner       For       For        Management
1.2   Elect  Director John W. Marriott III      For       For        Management
1.3   Elect  Director Harry J. Pearce           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis W. Bernard          For       For        Management
1.2   Elect  Director Mathis Cabiallavetta      For       For        Management
1.3   Elect  Director Zachary W. Carter         For       For        Management
1.4   Elect  Director Robert F. Erburu          For       For        Management
1.5   Elect  Director Oscar Fanjul              For       For        Management
1.6   Elect  Director Ray J. Groves             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571834100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jon F. Chait              For       For        Management
1.2   Elect  Director Bruce E. Jacobs           For       For        Management
1.3   Elect  Director Dennis J. Kuester         For       For        Management
1.4   Elect  Director Edward L. Meyer, Jr.      For       For        Management
1.5   Elect  Director San W. Orr, Jr.           For       For        Management
1.6   Elect  Director Debra S. Waller           For       For        Management
1.7   Elect  Director George E. Wardeberg       For       For        Management


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

MASCO CORP.

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter A. Dow              For       For        Management
1.2   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.3   Elect  Director Wayne B. Lyon             For       For        Management
1.4   Elect  Director David L. Johnston         For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene P. Beard           For       For        Management
1.2   Elect  Director Michael J. Dolan          For       For        Management
1.3   Elect  Director Robert A. Eckert          For       For        Management
1.4   Elect  Director Tully M. Friedman         For       For        Management
1.5   Elect  Director Ronald M. Loeb            For       For        Management
1.6   Elect  Director Andrea L. Rich            For       For        Management
1.7   Elect  Director Ronald L. Sargent         For       For        Management
1.8   Elect  Director Christopher A. Sinclair   For       For        Management
1.9   Elect  Director G. Craig Sullivan         For       For        Management
1.10  Elect  Director John L. Vogelstein        For       For        Management
1.11  Elect  Director Kathy Brittain White      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

MAXIM INTEGRATED PRODUCTS, INC.

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

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


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

MAY DEPARTMENT STORES CO., THE

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

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


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

MAYTAG CORP.

Ticker:       MYG            Security ID:  578592107
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wayland R. Hicks          For       Withhold   Management
1.2   Elect  Director James A. McCaslin         For       For        Management
1.3   Elect  Director W. Ann Reynolds           For       Withhold   Management
1.4   Elect  Director Fred G. Steingraber       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Amend Articles                            For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

MBIA INC.

Ticker:       MBI            Security ID:  55262C100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph W. Brown           For       For        Management
1.2   Elect  Director C. Edward Chaplin         For       For        Management
1.3   Elect  Director David C. Clapp            For       For        Management
1.4   Elect  Director Gary C. Dunton            For       For        Management
1.5   Elect  Director Claire L. Gaudiani        For       For        Management
1.6   Elect  Director Freda S. Johnson          For       For        Management
1.7   Elect  Director Daniel P. Kearney         For       For        Management
1.8   Elect  Director James A. Lebenthal        For       For        Management
1.9   Elect  Director Debra J. Perry            For       For        Management
1.10  Elect  Director John A. Rolls             For       For        Management
2     Ratify Auditors                           For       For        Management


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

MBNA CORP.

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

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


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Walter E. Massey          For       For        Management
1.3   Elect  Director John W. Rogers, Jr.       For       For        Management
1.4   Elect  Director Anne-Marie Slaughter      For       For        Management
1.5   Elect  Director Roger W. Stone            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

MCGRAW-HILL COMPANIES, INC., THE

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pedro Aspe                For       For        Management
1.2   Elect  Director Robert P. McGraw          For       For        Management
1.3   Elect  Director Hilda Ochoa-Brillembourg  For       For        Management
1.4   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

MCKESSON CORP.

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:  JUN 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alton F. Irby III          For       For        Management
1.2   Elect Director James V. Napier            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


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

MEADWESTVACO CORP.

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Hoglund        For       For        Management
1.2   Elect  Director Douglas S. Luke           For       For        Management
1.3   Elect  Director Robert C. McCormack       For       For        Management
1.4   Elect  Director Jane L. Warner            For       For        Management
2     Ratify Auditors                           For       For        Management


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

MEDCO HEALTH SOLUTIONS INC

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

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


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

MEDIMMUNE, INC.

Ticker:       MEDI           Security ID:  584699102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wayne T. Hockmeyer        For       For        Management
1.2   Elect  Director David M. Mott             For       For        Management
1.3   Elect  Director David Baltimore           For       For        Management
1.4   Elect  Director M. James Barrett          For       For        Management
1.5   Elect  Director Melvin D. Booth           For       For        Management
1.6   Elect  Director James H. Cavanaugh        For       For        Management
1.7   Elect  Director Barbara Hackman Franklin  For       For        Management
1.8   Elect  Director Gordon S. Macklin         For       For        Management
1.9   Elect  Director Elizabeth H. S. Wyatt     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEDTRONIC, INC.

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

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


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jared L. Cohon            For       For        Management
1.2   Elect  Director Ira J. Gumberg            For       For        Management
1.3   Elect  Director Martin G. Mcguinn         For       For        Management
1.4   Elect  Director David S. Shapira          For       For        Management
1.5   Elect  Director John P. Surma             For       For        Management
1.6   Elect  Director Edward J. Mcaniff         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MERCK & CO., INC.

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

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


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

MERCURY INTERACTIVE CORP.

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

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


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

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Amnon Landan              For       For        Management
1.2   Elect  Director Igal Kohavi               For       For        Management
1.3   Elect  Director Clyde Ostler              For       For        Management
1.4   Elect  Director Yair Shamir               For       For        Management
1.5   Elect  Director Giora Yaron               For       For        Management
1.6   Elect  Director Anthony Zingale           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEREDITH CORP.

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

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


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Joseph W. Prueher         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder


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

METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Curtis H. Barnette        For       For        Management
1.2   Elect  Director John C. Danforth          For       Withhold   Management
1.3   Elect  Director Burton A. Dole, Jr.       For       For        Management
1.4   Elect  Director Harry P. Kamen            For       Withhold   Management
1.5   Elect  Director Charles M. Leighton       For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Ratify Auditors                           For       For        Management
6     Limit Executive Compensation              Against   Against    Shareholder


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

MGIC INVESTMENT CORP.

Ticker:       MTG            Security ID:  552848103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James A. Abbott           For       For        Management
1.2   Elect  Director Thomas M. Hagerty         For       For        Management
1.3   Elect  Director Michael E. Lehman         For       For        Management
2     Ratify Auditors                           For       For        Management


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

MICRON TECHNOLOGY, INC.

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

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


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

MICROSOFT CORP.

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

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


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

MILLIPORE CORP.

Ticker:       MIL            Security ID:  601073109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel Bellus             For       For        Management
1.2   Elect  Director Robert C. Bishop          For       For        Management
1.3   Elect  Director Edward M. Scolnick        For       For        Management


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

MOLEX INCORPORATED

Ticker:       MOLX           Security ID:  608554101
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred L. Krehbiel           For       For        Management
1.2   Elect Director Douglas K. Carnahan        For       For        Management
1.3   Elect Director J. Joseph King             For       For        Management
1.4   Elect Director Joe W. Laymon              For       For        Management
1.5   Elect Director Michelle L. Collins        For       For        Management
2     Amend Stock Option Plan                   For       For        Management


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank V. Atlee III         For       For        Management
1.2   Elect Director Gwendolyn S. King          For       For        Management
1.3   Elect Director Sharon R. Long, Ph.D.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Impact of Genetically           Against   Against    Shareholder
      Engineered Seed
5     Report on Export of Hazardous Pesticides  Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

MONSTER WORLDWIDE, INC.

Ticker:       MNST           Security ID:  611742107
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew J. Mckelvey        For       For        Management
1.2   Elect  Director George R. Eisele          For       For        Management
1.3   Elect  Director John Gaulding             For       For        Management
1.4   Elect  Director Ronald J. Kramer          For       For        Management
1.5   Elect  Director Michael Kaufman           For       For        Management
1.6   Elect  Director John Swann                For       For        Management
1.7   Elect  Director David A. Stein            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

MOODY'S CORPORATION

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

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


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Madigan           For       Withhold   Management
1.2   Elect  Director Dr. Klaus Zumwinkel       For       For        Management
1.3   Elect  Director Sir Howard Davies         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       For        Management
1.2   Elect  Director H. Laurence Fuller        For       For        Management
1.3   Elect  Director Judy Lewent               For       For        Management
1.4   Elect  Director Walter Massey             For       For        Management
1.5   Elect  Director Nicholas Negroponte       For       For        Management
1.6   Elect  Director Indra Nooyi               For       For        Management
1.7   Elect  Director John Pepper, Jr.          For       For        Management
1.8   Elect  Director Samuel Scott III          For       For        Management
1.9   Elect  Director Douglas Warner III        For       For        Management
1.10  Elect  Director John White                For       For        Management
1.11  Elect  Director Mike Zafirovski           For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Limit Awards to Executives                Against   Against    Shareholder


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Payne            For       For        Management
1.2   Elect  Director Hans W. Schmidt           For       For        Management
2     Ratify Auditors                           For       For        Management
3     SHAREHOLDER PROPOSAL TO CHANGE NABORS     Against   Against    Management
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO DELAWARE.


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

NATIONAL CITY CORP.

Ticker:       NCC            Security ID:  635405103
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Barfield          For       For        Management
1.2   Elect  Director James S. Broadhurst       For       For        Management
1.3   Elect  Director John W. Brown             For       For        Management
1.4   Elect  Director Christopher M. Connor     For       For        Management
1.5   Elect  Director David A. Daberko          For       For        Management
1.6   Elect  Director Joseph T. Gorman          For       For        Management
1.7   Elect  Director Bernadine P. Healy        For       For        Management
1.8   Elect  Director Paul A. Ormond            For       For        Management
1.9   Elect  Director Robert A. Paul            For       For        Management
1.10  Elect  Director Gerald L. Shaheen         For       For        Management
1.11  Elect  Director Jerry Sue Thornton        For       For        Management
1.12  Elect  Director Morry Weiss               For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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

NATIONAL SEMICONDUCTOR CORP.

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

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


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

NAVISTAR INTERNATIONAL CORP.

Ticker:       NAV            Security ID:  63934E108
Meeting Date: FEB 17, 2004   Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael N. Hammes         For       For        Management
1.2   Elect  Director James H. Keyes            For       For        Management
1.3   Elect  Director Southwood J. Morcott      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

NCR CORPORATION

Ticker:       NCR            Security ID:  62886E108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward P. Boykin          For       For        Management
1.2   Elect  Director Linda Fayne Levinson      For       For        Management
1.3   Elect  Director Victor L. Lund            For       For        Management
1.4   Elect  Director James M. Ringler          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
4     Prohibit Awards to Executives             Against   Against    Shareholder


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

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: SEP 2, 2003    Meeting Type: Annual
Record Date:  JUL 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Sanjiv Ahuja               For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Michael R. Hallman         For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director Dr. Sachio Semmoto         For       For        Management
1.8   Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


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

NEW YORK TIMES CO., THE

Ticker:       NYT            Security ID:  650111107
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raul E. Cesan             For       For        Management
1.2   Elect  Director William E. Kennard        For       For        Management
1.3   Elect  Director Thomas Middelhoff         For       For        Management
1.4   Elect  Director Henry B. Schacht          For       For        Management
1.5   Elect  Director Donald M. Stewart         For       For        Management
2     Approve A Non-Employee Director Stock     For       Against    Management
      Incentive Plan
3     Ratify Auditors                           For       For        Management


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

NEWELL RUBBERMAID INC.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott S. Cowen            For       For        Management
1.2   Elect  Director Cynthia A. Montgomery     For       For        Management
1.3   Elect  Director Allan P. Newell           For       For        Management
1.4   Elect  Director Gordon R. Sullivan        For       For        Management
2     Ratify Auditors                           For       For        Management


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

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glen A. Barton            For       For        Management
1.2   Elect  Director Vincent A. Calarco        For       For        Management
1.3   Elect  Director Michael S. Hamson         For       For        Management
1.4   Elect  Director Leo I. Higdon, Jr.        For       For        Management
1.5   Elect  Director Pierre Lassonde           For       For        Management
1.6   Elect  Director Robert J. Miller          For       For        Management
1.7   Elect  Director Wayne W. Murdy            For       For        Management
1.8   Elect  Director Robin A. Plumbridge       For       For        Management
1.9   Elect  Director John B. Prescott          For       For        Management
1.10  Elect  Director Michael K. Reilly         For       For        Management
1.11  Elect  Director Seymour Schulich          For       For        Management
1.12  Elect  Director James V. Taranik          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

NEXTEL COMMUNICATIONS, INC.

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

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


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

NICOR INC.

Ticker:       GAS            Security ID:  654086107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Beavers, Jr.    For       For        Management
1.2   Elect  Director Bruce P. Bickner          For       For        Management
1.3   Elect  Director John H. Birdsall, III     For       Withhold   Management
1.4   Elect  Director Thomas A. Donahoe         For       For        Management
1.5   Elect  Director Thomas L. Fisher          For       For        Management
1.6   Elect  Director John E. Jones             For       For        Management
1.7   Elect  Director Dennis J. Keller          For       For        Management
1.8   Elect  Director William A. Osborn         For       For        Management
1.9   Elect  Director John Rau                  For       For        Management
1.10  Elect  Director John F. Riordan           For       For        Management
1.11  Elect  Director Russ M. Strobel           For       For        Management
1.12  Elect  Director Patricia A. Wier          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

NIKE, INC.

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

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


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       For        Management
1.2   Elect  Director Dennis E. Foster          For       For        Management
1.3   Elect  Director Richard L. Thompson       For       For        Management
1.4   Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


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

NOBLE CORP

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director Jack E. Little            For       For        Management
2     Ratify Auditors                           For       For        Management


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NORDSTROM, INC.

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

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


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alston D. Correll         For       For        Management
1.2   Elect  Director Landon Hilliard           For       For        Management
1.3   Elect  Director Burton M. Joyce           For       For        Management
1.4   Elect  Director Jane Margaret O'Brien     For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTH FORK BANCORPORATION, INC.

Ticker:       NFB            Security ID:  659424105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James F. Reeve            For       For        Management
1.2   Elect  Director George H. Rowsom          For       For        Management
1.3   Elect  Director Dr. Kurt R. Schmeller     For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Duane L. Burnham          For       For        Management
1.2   Elect  Director Dolores E. Cross          For       For        Management
1.3   Elect  Director Susan Crown               For       For        Management
1.4   Elect  Director Robert S. Hamada          For       For        Management
1.5   Elect  Director Robert A. Helman          For       Withhold   Management
1.6   Elect  Director Dipak C. Jain             For       For        Management
1.7   Elect  Director Arthur L. Kelly           For       For        Management
1.8   Elect  Director Robert C. Mccormack       For       For        Management
1.9   Elect  Director Edward J. Mooney          For       For        Management
1.10  Elect  Director William A. Osborn         For       For        Management
1.11  Elect  Director John W. Rowe              For       For        Management
1.12  Elect  Director Harold B. Smith           For       For        Management
1.13  Elect  Director William D. Smithburg      For       For        Management
2     Ratify Auditors                           For       For        Management


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis W. Coleman          For       For        Management
1.2   Elect  Director J. Michael Cook           For       For        Management
1.3   Elect  Director Philip A. Odeen           For       For        Management
1.4   Elect  Director Aulana L. Peters          For       For        Management
1.5   Elect  Director Kevin W. Sharer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
4     Declassify the Board of Directors         Against   For        Shareholder


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

NOVELL, INC.

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

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


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

NOVELLUS SYSTEMS, INC.

Ticker:       NVLS           Security ID:  670008101
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard S. Hill           For       For        Management
1.2   Elect  Director Neil R. Bonke             For       For        Management
1.3   Elect  Director Youssef A. El-Mansy       For       For        Management
1.4   Elect  Director J. David Litster          For       For        Management
1.5   Elect  Director Yoshio Nishi              For       For        Management
1.6   Elect  Director Glen G. Possley           For       For        Management
1.7   Elect  Director Ann D. Rhoads             For       For        Management
1.8   Elect  Director William R. Spivey         For       For        Management
1.9   Elect  Director Delbert A. Whitaker       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provision of Non-Audit Services by        Against   Against    Shareholder
      Independent Auditors
4     Limit Executive Compensation              Against   Against    Shareholder


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

NUCOR CORP.

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel R. Dimicco         For       For        Management
1.2   Elect  Director James D. Hlavacek         For       For        Management
1.3   Elect  Director Raymond J. Milchovich     For       For        Management
2     Ratify Auditors                           For       For        Management


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: JUL 10, 2003   Meeting Type: Annual
Record Date:  MAY 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tench Coxe                 For       For        Management
1.2   Elect Director Mark A. Stevens            For       For        Management
2     Ratify Auditors                           For       For        Management


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

OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald W. Burkle          For       For        Management
1.2   Elect  Director John S. Chalsty           For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director R. Chad Dreier            For       For        Management
1.5   Elect  Director John E. Feick             For       For        Management
1.6   Elect  Director Ray R. Irani              For       For        Management
1.7   Elect  Director Dale R. Laurance          For       For        Management
1.8   Elect  Director Irvin W. Maloney          For       For        Management
1.9   Elect  Director Rodolfo Segovia           For       For        Management
1.10  Elect  Director Aziz D. Syriani           For       For        Management
1.11  Elect  Director Rosemary Tomich           For       For        Management
1.12  Elect  Director Walter L. Weisman         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan
4     Prohibit Awards to Executives             Against   Against    Shareholder


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

OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee A. Ault III           For       Withhold   Management
1.2   Elect  Director Neil R. Austrian          For       Withhold   Management
1.3   Elect  Director David W. Bernauer         For       For        Management
1.4   Elect  Director Abelardo E. Bru           For       For        Management
1.5   Elect  Director David I. Fuente           For       Withhold   Management
1.6   Elect  Director Brenda J. Gaines          For       Withhold   Management
1.7   Elect  Director Myra M. Hart              For       For        Management
1.8   Elect  Director W. Scott Hedrick          For       Withhold   Management
1.9   Elect  Director James L. Heskett          For       Withhold   Management
1.10  Elect  Director Patricia H. McKay         For       For        Management
1.11  Elect  Director Michael J. Myers          For       Withhold   Management
1.12  Elect  Director Bruce Nelson              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Wren              For       For        Management
1.2   Elect  Director Bruce Crawford            For       For        Management
1.3   Elect  Director Robert Charles Clark      For       For        Management
1.4   Elect  Director Leonard S. Coleman, Jr.   For       For        Management
1.5   Elect  Director Errol M. Cook             For       For        Management
1.6   Elect  Director Susan S. Denison          For       For        Management
1.7   Elect  Director Michael A. Henning        For       For        Management
1.8   Elect  Director John R. Murphy            For       For        Management
1.9   Elect  Director John R. Purcell           For       For        Management
1.10  Elect  Director Linda Johnson Rice        For       For        Management
1.11  Elect  Director Gary L. Roubos            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       For        Management
1.2   Elect Director Donald L. Lucas            For       For        Management
1.3   Elect Director Michael J. Boskin          For       For        Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       For        Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


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

PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Harry C. Stonecipher      For       For        Management
1.3   Elect  Director Harold A. Wagner          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Deferred Compensation Plan          For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Limit Awards to Executives                Against   Against    Shareholder


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

PACTIV CORP.

Ticker:       PTV            Security ID:  695257105
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry D. Brady            For       For        Management
1.2   Elect  Director K. Dane Brooksher         For       For        Management
1.3   Elect  Director Robert J. Darnall         For       For        Management
1.4   Elect  Director Mary R. (Nina) Henderson  For       For        Management
1.5   Elect  Director Roger B. Porter           For       For        Management
1.6   Elect  Director Richard L. Wambold        For       For        Management
1.7   Elect  Director Norman H. Wesley          For       For        Management
2     Ratify Auditors                           For       For        Management


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

PALL CORP.

Ticker:       PLL            Security ID:  696429307
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Carroll, Jr.     For       For        Management
1.2   Elect Director Eric Krasnoff              For       For        Management
1.3   Elect Director Dr. Edward L. Snyder       For       For        Management
1.4   Elect Director Dr. James D. Watson        For       For        Management
1.5   Elect Director Marcus Wilson              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management


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

PARAMETRIC TECHNOLOGY CORP.

Ticker:       PMTC           Security ID:  699173100
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael E. Porter         For       For        Management
1.2   Elect  Director Noel G. Posternak         For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Duane E. Collins           For       For        Management
1.2   Elect Director Robert J. Kohlhepp         For       For        Management
1.3   Elect Director Giulio Mazzalupi           For       For        Management
1.4   Elect Director Klaus-Peter Muller         For       For        Management
1.5   Elect Director Allan L. Rayfield          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

PAYCHEX, INC.

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

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


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

PEOPLES ENERGY CORP.

Ticker:       PGL            Security ID:  711030106
Meeting Date: FEB 27, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.R. Boris                For       For        Management
1.2   Elect Director W.J. Brodsky               For       For        Management
1.3   Elect Director P. Cafferty                For       For        Management
1.4   Elect Director J.W. Higgins               For       For        Management
1.5   Elect Director D.C. Jain                  For       For        Management
1.6   Elect Director M.E. Lavin                 For       For        Management
1.7   Elect Director H.J. Livingston, Jr.       For       For        Management
1.8   Elect Director T.M. Patrick               For       For        Management
1.9   Elect Director R.P. Toft                  For       For        Management
1.10  Elect Director A.R. Valasquez             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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

PEOPLESOFT, INC.

Ticker:       PSFT           Security ID:  712713106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  FEB 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. George 'Skip' Battle   For       For        Management
1.2   Elect  Director Craig A. Conway           For       For        Management
1.3   Elect  Director Frank J. Fanzilli, Jr.    For       For        Management
1.4   Elect  Director Cyril J. Yansouni         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

PEPSI BOTTLING GROUP, INC., THE

Ticker:       PBG            Security ID:  713409100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Linda G. Alvarado         For       For        Management
1.2   Elect  Director Barry H. Beracha          For       For        Management
1.3   Elect  Director John T. Cahill            For       For        Management
1.4   Elect  Director Ira D. Hall               For       For        Management
1.5   Elect  Director Thomas H. Kean            For       For        Management
1.6   Elect  Director Susan D. Kronick          For       For        Management
1.7   Elect  Director Blythe J. McGarvie        For       For        Management
1.8   Elect  Director Margaret D. Moore         For       For        Management
1.9   Elect  Director Rogelio Rebolledo         For       For        Management
1.10  Elect  Director Clay G. Small             For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Ratify Auditors                           For       For        Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Franklin D. Raines        For       For        Management
1.7   Elect  Director Steven S. Reinemund       For       For        Management
1.8   Elect  Director Sharon Percy Rockefeller  For       For        Management
1.9   Elect  Director James J. Schiro           For       For        Management
1.10  Elect  Director Franklin A. Thomas        For       For        Management
1.11  Elect  Director Cynthia M. Trudell        For       For        Management
1.12  Elect  Director Solomon D. Trujillo       For       For        Management
1.13  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


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

PERKINELMER INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tamara J. Erickson        For       For        Management
1.2   Elect  Director Nicholas A. Lopardo       For       For        Management
1.3   Elect  Director Alexis P. Michas          For       For        Management
1.4   Elect  Director James C. Mullen           For       For        Management
1.5   Elect  Director Dr. Vicki L. Sato         For       For        Management
1.6   Elect  Director Gabriel Schmergel         For       For        Management
1.7   Elect  Director Kenton J. Sicchitano      For       For        Management
1.8   Elect  Director Gregory L. Summe          For       For        Management
1.9   Elect  Director G. Robert Tod             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Andrews          For       For        Management
1.2   Elect  Director Leslie S. Biller          For       For        Management
1.3   Elect  Director David A. Coulter          For       For        Management
1.4   Elect  Director C. Lee Cox                For       For        Management
1.5   Elect  Director Robert D. Glynn, Jr.      For       For        Management
1.6   Elect  Director David M. Lawrence, MD     For       For        Management
1.7   Elect  Director Mary S. Metz              For       For        Management
1.8   Elect  Director Barry Lawson Williams     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Require Directors be a Link-Free          Against   Against    Shareholder
      Directors
6     Adopt Radioactive Waste Policy            Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder


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

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marie L. Knowles          For       For        Management
1.2   Elect  Director Jon C. Madonna            For       For        Management
1.3   Elect  Director Gordon R. Parker          For       For        Management
1.4   Elect  Director Robert D. Johnson         For       For        Management
2     Cease Charitable Contributions            Against   Against    Shareholder


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

PINNACLE WEST CAPITAL CORP.

Ticker:       PNW            Security ID:  723484101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roy A. Herberger, Jr.     For       For        Management
1.2   Elect  Director Humberto S. Lopez         For       For        Management
1.3   Elect  Director Kathryn L. Munro          For       For        Management
1.4   Elect  Director William L. Stewart        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Linda G. Alvarado         For       For        Management
1.2   Elect  Director Ernie Green               For       For        Management
1.3   Elect  Director John S. McFarlane         For       For        Management
1.4   Elect  Director Eduardo R. Menasce        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

PLUM CREEK TIMBER COMPANY, INC.

Ticker:       PCL            Security ID:  729251108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rick R. Holley            For       For        Management
1.2   Elect  Director Ian B. Davidson           For       For        Management
1.3   Elect  Director Robin Josephs             For       For        Management
1.4   Elect  Director David D. Leland           For       Withhold   Management
1.5   Elect  Director John G. McDonald          For       For        Management
1.6   Elect  Director Hamid R. Moghadam         For       For        Management
1.7   Elect  Director John H. Scully            For       For        Management
1.8   Elect  Director Stephen C. Tobias         For       For        Management
1.9   Elect  Director Carl B. Webb              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Endorse CERES Principles                  Against   Against    Shareholder


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

PMC-SIERRA, INC.

Ticker:       PMCS           Security ID:  69344F106
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Bailey             For       For        Management
1.2   Elect  Director Alexandre Balkanski       For       For        Management
1.3   Elect  Director Richard Belluzzo          For       For        Management
1.4   Elect  Director James Diller              For       Withhold   Management
1.5   Elect  Director Jonathan Judge            For       For        Management
1.6   Elect  Director William Kurtz             For       For        Management
1.7   Elect  Director Frank Marshall            For       For        Management
1.8   Elect  Director Lewis Wilks               For       For        Management
2     Ratify Auditors                           For       For        Management


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

PNC  FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Chellgren            For       For        Management
1.2   Elect  Director Robert Clay               For       For        Management
1.3   Elect  Director J. Gary Cooper            For       For        Management
1.4   Elect  Director George Davidson, Jr.      For       For        Management
1.5   Elect  Director Richard Kelson            For       Withhold   Management
1.6   Elect  Director Bruce Lindsay             For       For        Management
1.7   Elect  Director Anthony Massaro           For       For        Management
1.8   Elect  Director Thomas O'Brien            For       For        Management
1.9   Elect  Director Jane Pepper               For       For        Management
1.10  Elect  Director James Rohr                For       For        Management
1.11  Elect  Director Lorene Steffes            For       For        Management
1.12  Elect  Director Dennis Strigl             For       For        Management
1.13  Elect  Director Stephen Thieke            For       For        Management
1.14  Elect  Director Thomas Usher              For       For        Management
1.15  Elect  Director Milton Washington         For       For        Management
1.16  Elect  Director Helge Wehmeier            For       For        Management


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

POWER-ONE, INC.

Ticker:       PWER           Security ID:  739308104
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven J. Goldman         For       For        Management
1.2   Elect  Director Jay Walters               For       For        Management
1.3   Elect  Director Jon E.M. Jacoby           For       For        Management
1.4   Elect  Director Mark Melliar-Smith        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Berges           For       For        Management
1.2   Elect  Director Erroll B. Davis, Jr.      For       For        Management
1.3   Elect  Director Victoria F. Haynes        For       For        Management
1.4   Elect  Director Allen J. Krowe            For       For        Management
2     Ratify Auditors                           For       For        Management


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Hecht          For       For        Management
1.2   Elect  Director Stuart Heydt              For       For        Management
1.3   Elect  Director W. Keith Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alejandro Achaval         For       For        Management
1.2   Elect  Director Ronald L. Kuehn, Jr.      For       For        Management
1.3   Elect  Director H. Mitchell Watson, Jr.   For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Stockholder Protection Rights     For       For        Management
      Agreement


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

PRINCIPAL FINANCIAL GROUP, INC.

Ticker:       PFG            Security ID:  74251V102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David J. Drury            For       For        Management
1.2   Elect  Director C. Daniel Gelatt          For       For        Management
1.3   Elect  Director Sandra L. Helton          For       For        Management
1.4   Elect  Director Federico F. Pena          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles Coker             For       For        Management
1.2   Elect  Director Robert McGehee            For       For        Management
1.3   Elect  Director E. Marie McKee            For       For        Management
1.4   Elect  Director Peter Rummell             For       For        Management
1.5   Elect  Director Jean Wittner              For       For        Management
2     Prohibit Awards to Executives             Against   Against    Shareholder


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

PROGRESSIVE CORP., THE

Ticker:       PGR            Security ID:  743315103
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter B. Lewis            For       For        Management
1.2   Elect  Director Glenn M. Renwick          For       For        Management
1.3   Elect  Director Donald B. Shackelford     For       For        Management
2     Amend Articles to Issue Shares without    For       For        Management
      Issuing Physical Certificates
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

PROLOGIS

Ticker:       PLD            Security ID:  743410102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Feinberg       For       For        Management
1.2   Elect  Director Donald P. Jacobs          For       For        Management
1.3   Elect  Director D. Michael Steuert        For       For        Management
1.4   Elect  Director J. Andre Teixeira         For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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

PROVIDIAN FINANCIAL CORP.

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

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


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert R. Gamper, Jr.     For       For        Management
1.2   Elect  Director Ernest H. Drew            For       For        Management
1.3   Elect  Director William V. Hickey         For       For        Management
1.4   Elect  Director Richard J. Swift          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat


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

PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard J. Dugas, Jr.     For       For        Management
1.2   Elect  Director David N. McCammon         For       For        Management
1.3   Elect  Director William J. Pulte          For       For        Management
1.4   Elect  Director Francis J. Sehn           For       For        Management
1.5   Elect  Director Michael E. Rossi          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditor                            Against   For        Shareholder


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

QLOGIC CORP.

Ticker:       QLGC           Security ID:  747277101
Meeting Date: AUG 26, 2003   Meeting Type: Annual
Record Date:  JUL 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H.K. Desai                 For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director James R. Fiebiger          For       For        Management
1.4   Elect Director Balakrishnan S. Iyer       For       For        Management
1.5   Elect Director Carol L. Miltner           For       For        Management
1.6   Elect Director George D. Wells            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelia A. Coffman         For       Withhold   Management
1.2   Elect  Director Raymond V. Dittamore      For       For        Management
1.3   Elect  Director Irwin Mark Jacobs         For       For        Management
1.4   Elect  Director Richard Sulpizio          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

QUEST DIAGNOSTICS, INCORPORATED

Ticker:       DGX            Security ID:  74834L100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Grant          For       For        Management
1.2   Elect  Director Surya N. Mohapatra        For       For        Management
1.3   Elect  Director John C. Baldwin           For       For        Management
2     Ratify Auditors                           For       For        Management


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

QUINTILES TRANSNATIONAL CORP.

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

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


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philip F. Anschutz         For       Withhold   Management
1.2   Elect Director Richard C. Notebaert       For       For        Management
1.3   Elect Director Frank F. Popoff            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Exclude Pension Credits from Net Income   For       For        Shareholder
      When Determining Executive Compensation
4     Declassify the Board of Directors         For       For        Shareholder
5     Submit Severance Agreement                For       For        Shareholder
      (Change-in-Control) to Shareholder Vote
6     Require Majority of Independent Directors Against   For        Shareholder
      on Board
7     Performance- Based/Indexed Options        Against   Against    Shareholder
8     Performance- Based/Indexed Options        Against   For        Shareholder
9     Expense Stock Options                     Against   For        Shareholder


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Donohue         For       For        Management
1.2   Elect  Director Peter S. Hellman          For       For        Management
1.3   Elect  Director Vinod Khosla              For       For        Management
1.4   Elect  Director K. Dane Brooksher         For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Submit Executive Pension Benefit to Vote  Against   For        Shareholder
5     Require Majority of Independent Directors Against   For        Shareholder
      on Board


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

R. R. DONNELLEY & SONS CO.

Ticker:       RRD            Security ID:  257867101
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark A. Angelson          For       For        Management
1.2   Elect  Director Robert F. Cummings, Jr.   For       For        Management
1.3   Elect  Director Alfred C. Eckert III      For       For        Management
1.4   Elect  Director Oliver R. Sockwell        For       For        Management
1.5   Elect  Director Stephen M. Wolf           For       For        Management
2     Sale of Company Assets                    Against   Against    Shareholder
3     Expense Stock Options                     Against   For        Shareholder


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

R. R. DONNELLEY & SONS CO.

Ticker:       RRD            Security ID:  257867101
Meeting Date: FEB 23, 2004   Meeting Type: Special
Record Date:  JAN 15, 2004

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


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

RADIOSHACK CORP.

Ticker:       RSH            Security ID:  750438103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Belatti          For       For        Management
1.2   Elect  Director Ronald E. Elmquist        For       For        Management
1.3   Elect  Director Robert S. Falcone         For       For        Management
1.4   Elect  Director Daniel R. Feehan          For       For        Management
1.5   Elect  Director Richard J. Hernandez      For       For        Management
1.6   Elect  Director Lawrence V. Jackson       For       Withhold   Management
1.7   Elect  Director Robert J. Kamerschen      For       For        Management
1.8   Elect  Director H. Eugene Lockhart        For       For        Management
1.9   Elect  Director Jack L. Messman           For       For        Management
1.10  Elect  Director William G. Morton, Jr.    For       For        Management
1.11  Elect  Director Thomas G. Plaskett        For       For        Management
1.12  Elect  Director Leonard H. Roberts        For       For        Management
1.13  Elect  Director Edwina D. Woodbury        For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Deutch            For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director William R. Spivey         For       For        Management
1.4   Elect  Director William H. Swanson        For       For        Management
1.5   Elect  Director Linda G. Stuntz           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Declassify the Board of Directors         Against   For        Shareholder
6     Implement MacBride Principles             Against   Against    Shareholder
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Executive Pension Benefit to Vote  Against   For        Shareholder
9     Limit Executive Compensation              Against   Against    Shareholder


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

REEBOK INTERNATIONAL LTD.

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

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


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

REGIONS FINANCIAL CORP.

Ticker:       RF             Security ID:  758940100
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Margaret H. Greene        For       Withhold   Management
2.2   Elect  Director Carl E. Jones, Jr.        For       For        Management
2.3   Elect  Director Susan W. Matlock          For       For        Management
2.4   Elect  Director John H. Watson            For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       Against    Management
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew S. Berwick, Jr.    For       For        Management
1.2   Elect  Director Frederick P. Furth        For       For        Management
1.3   Elect  Director Edward W. Gibbons         For       For        Management
1.4   Elect  Director Harold M. Messmer, Jr.    For       For        Management
1.5   Elect  Director Thomas J. Ryan            For       For        Management
1.6   Elect  Director J. Stephen Schaub         For       For        Management
1.7   Elect  Director M. Keith Waddell          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       For        Management
A.2   Elect Director William H. Gray, III       For       For        Management
A.3   Elect Director William T. McCormick, Jr.  For       For        Management
A.4   Elect Director Keith D. Nosbusch          For       For        Management
B     Ratify Auditors                           For       For        Management
C     Amend Omnibus Stock Plan                  For       For        Management


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

ROCKWELL COLLINS, INC.

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

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


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

ROHM AND HAAS CO.

Ticker:       ROH            Security ID:  775371107
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Avery          For       For        Management
1.2   Elect  Director J. Michael Fitzpatrick    For       For        Management
1.3   Elect  Director Earl G. Graves, Sr.       For       For        Management
1.4   Elect  Director Raj L. Gupta              For       For        Management
1.5   Elect  Director David W. Haas             For       For        Management
1.6   Elect  Director Thomas W. Haas            For       For        Management
1.7   Elect  Director James A. Henderson        For       For        Management
1.8   Elect  Director Richard L. Keyser         For       For        Management
1.9   Elect  Director Jorge P. Montoya          For       For        Management
1.10  Elect  Director Sandra O. Moose           For       For        Management
1.11  Elect  Director Gilbert S. Omenn          For       For        Management
1.12  Elect  Director Gary L. Rogers            For       For        Management
1.13  Elect  Director Ronaldo H. Schmitz        For       For        Management
1.14  Elect  Director Marna C. Whittington      For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management
6     Other Business                            For       Against    Management


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

ROWAN COMPANIES, INC.

Ticker:       RDC            Security ID:  779382100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William T. Fox III        For       For        Management
1.2   Elect  Director Sir Graham Hearne         For       For        Management
1.3   Elect  Director H. E. Lentz               For       For        Management
1.4   Elect  Director P. Dexter Peacock         For       For        Management


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

RYDER SYSTEM, INC.

Ticker:       R              Security ID:  783549108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Berra             For       For        Management
1.2   Elect  Director David I. Fuente           For       For        Management
1.3   Elect  Director Eugene A. Renna           For       For        Management
1.4   Elect  Director Abbie J. Smith            For       For        Management
1.5   Elect  Director Christine A. Varney       For       For        Management
2     Ratify Auditors                           For       For        Management


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

SABRE HOLDINGS CORPORATION

Ticker:       TSG            Security ID:  785905100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Royce S. Caldwell         For       For        Management
1.2   Elect  Director Paul C. Ely, Jr.          For       For        Management
1.3   Elect  Director Glenn W. Marschel, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

SAFECO CORP.

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

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


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

SAFEWAY INC.

Ticker:       SWY            Security ID:  786514208
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven A. Burd             For       Withhold   Management
1.2   Elect Director Robert I. MacDonnell       For       Withhold   Management
1.3   Elect Director William Y. Tauscher        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Repricing of Options              For       For        Management
5     Amend Bylaws to Require Independent       Against   For        Shareholder
      Director as Chairman of the Board
6     Provide for Cumulative Voting             Against   For        Shareholder
7     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
8     Prepare Sustainability Report             Against   For        Shareholder
9     Report on Political Contributions         Against   Against    Shareholder
10    Expense Stock Options                     Against   For        Shareholder


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

SANMINA-SCI CORP.

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

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


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

SARA LEE CORP.

Ticker:       SLE            Security ID:  803111103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.T. Battenberg III        For       For        Management
1.2   Elect Director Charles W. Coker           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director Willie D. Davis            For       For        Management
1.5   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.6   Elect Director Laurette T. Koellner       For       For        Management
1.7   Elect Director Cornelis J.A. Van Lede     For       For        Management
1.8   Elect Director Joan D. Manley             For       For        Management
1.9   Elect Director Cary D. McMillan           For       For        Management
1.10  Elect Director C. Steven McMillan         For       For        Management
1.11  Elect Director Rozanne L. Ridgway         For       For        Management
1.12  Elect Director Richard L. Thomas          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Charitable Contributions        Against   Against    Shareholder
4     Implement and Monitor Code of Corporate   Against   Against    Shareholder
      Conduct - ILO Standards


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

SBC COMMUNICATIONS INC.

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

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


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       For        Management
1.2   Elect  Director Philip Leder, M.D.        For       For        Management
1.3   Elect  Director Eugene R. McGrath         For       For        Management
1.4   Elect  Director Richard de J. Osborne     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


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

SCIENTIFIC-ATLANTA, INC.

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

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


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

SEALED AIR CORP.

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

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


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

SEARS, ROEBUCK & CO.

Ticker:       S              Security ID:  812387108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William L. Bax            For       For        Management
1.2   Elect  Director Donald J. Carty           For       Withhold   Management
1.3   Elect  Director Alan J. Lacy              For       Withhold   Management
1.4   Elect  Director Hugh B. Price             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Establish Other Board Committee           Against   For        Shareholder


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Baum           For       For        Management
1.2   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.3   Elect  Director Richard G. Newman         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
7     Separate Chairman and CEO Positions       Against   For        Shareholder


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

SHERWIN-WILLIAMS CO., THE

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Boland           For       For        Management
1.2   Elect  Director John G. Breen             For       For        Management
1.3   Elect  Director Duane E. Collins          For       For        Management
1.4   Elect  Director Christopher M. Connor     For       For        Management
1.5   Elect  Director Daniel E. Evans           For       For        Management
1.6   Elect  Director Susan J. Kropf            For       Withhold   Management
1.7   Elect  Director Robert W. Mahoney         For       For        Management
1.8   Elect  Director Gary E. McCullough        For       For        Management
1.9   Elect  Director A. Malachi Mixon, III     For       For        Management
1.10  Elect  Director Curtis E. Moll            For       Withhold   Management
1.11  Elect  Director Joseph M. Scaminace       For       For        Management
1.12  Elect  Director Richard K. Smucker        For       For        Management
2     Amend Bylaws                              For       Against    Management
3     Amend Bylaws                              For       For        Management
4     Amend Nomination Procedures for the Board For       For        Management
5     Ratify Auditors                           For       For        Management


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

SIEBEL SYSTEMS, INC.

Ticker:       SEBL           Security ID:  826170102
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Scott Hartz            For       For        Management
1.2   Elect  Director Charles R. Schwab         For       For        Management
1.3   Elect  Director George T. Shaheen         For       For        Management
1.4   Elect  Director John W. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Abstain   For        Shareholder


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

SIGMA-ALDRICH CORP.

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

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


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

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Birch Bayh                For       For        Management
1.2   Elect  Director Melvyn E. Bergstein       For       For        Management
1.3   Elect  Director Linda Walker Bynoe        For       For        Management
1.4   Elect  Director Karen N. Horn             For       For        Management
1.5   Elect  Director G. William Miller         For       For        Management
1.6   Elect  Director J. Albert Smith, Jr.      For       For        Management
1.7   Elect  Director Pieter S. van den Berg    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


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

SLM CORP.

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

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


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

SNAP-ON INCORPORATED

Ticker:       SNA            Security ID:  833034101
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Fiedler           For       For        Management
1.2   Elect  Director W. Dudley Lehman          For       For        Management
1.3   Elect  Director Frank S. Ptak             For       For        Management
1.4   Elect  Director Edward H. Rensi           For       For        Management
2     Ratify Auditors                           For       For        Management


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

SOLECTRON CORP.

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

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


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

SOUTHERN COMPANY

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

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


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

SOUTHTRUST CORP.

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

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


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert D. Kelleher       For       Withhold   Management
1.2   Elect  Director Rollin W. King            For       For        Management
1.3   Elect  Director June M. Morris            For       Withhold   Management
1.4   Elect  Director C. Webb Crockett          For       Withhold   Management
1.5   Elect  Director William P. Hobby          For       For        Management
1.6   Elect  Director Travis C. Johnson         For       For        Management
2     Ratify Auditors                           For       For        Management


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

SPRINT CORP.

Ticker:       FON            Security ID:  852061100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gordon M. Bethune         For       For        Management
1.2   Elect  Director E. Linn Draper, Jr.       For       For        Management
1.3   Elect  Director Deborah A. Henretta       For       For        Management
1.4   Elect  Director Linda Koch Lorimer        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   For        Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Foreign Outsourcing             Against   Against    Shareholder


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

ST. JUDE MEDICAL, INC.

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

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


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

ST. PAUL TRAVELERS COMPANIES, INC., THE

Ticker:       STA            Security ID:  792860108
Meeting Date: MAR 19, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with a Merger  For       For        Management
      Agreement
2     Amend Bylaws                              For       For        Management
3     Amend Articles                            For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management


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

STANLEY WORKS, THE

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

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


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

STAPLES, INC.

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

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


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

STARBUCKS CORP.

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

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


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A203
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eric Hippeau              For       For        Management
1.2   Elect  Director Daniel Yih                For       For        Management
1.3   Elect  Director Kneeland Youngblood       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         For       For        Management


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kennett Burnes            For       For        Management
1.2   Elect  Director David Gruber              For       For        Management
1.3   Elect  Director Linda Hill                For       For        Management
1.4   Elect  Director Charles Lamantia          For       For        Management
1.5   Elect  Director Robert Weissman           For       For        Management
2     Exempt Board of Directors from            Against   For        Shareholder
      Massachusetts General Laws, Chapter 156B,
      Section 50A(a)


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

STRYKER CORP.

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

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


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

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott G. McNealy           For       For        Management
1.2   Elect Director James L. Barksdale         For       For        Management
1.3   Elect Director L. John Doerr              For       For        Management
1.4   Elect Director Robert J. Fisher           For       For        Management
1.5   Elect Director Michael E. Lehman          For       For        Management
1.6   Elect Director Robert L. Long             For       For        Management
1.7   Elect Director M. Kenneth Oshman          For       For        Management
1.8   Elect Director Naomi O. Seligman          For       For        Management
1.9   Elect Director Lynn E. Turner             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement China Principles                Against   Against    Shareholder


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

SUNGARD DATA SYSTEMS INC.

Ticker:       SDS            Security ID:  867363103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory S. Bentley        For       Withhold   Management
1.2   Elect  Director Michael C. Brooks         For       For        Management
1.3   Elect  Director Cristobal Conde           For       For        Management
1.4   Elect  Director Ramon de Oliveira         For       For        Management
1.5   Elect  Director Henry C. Duques           For       For        Management
1.6   Elect  Director Albert A. Eisenstat       For       For        Management
1.7   Elect  Director Bernard Goldstein         For       For        Management
1.8   Elect  Director Janet Brutschea Haugen    For       For        Management
1.9   Elect  Director James L. Mann             For       For        Management
1.10  Elect  Director Malcolm I. Ruddock        For       For        Management
2     Ratify Auditors                           For       For        Management


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

SUNOCO, INC.

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

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


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Hicks Lanier           For       For        Management
1.2   Elect  Director Larry L. Prince           For       For        Management
1.3   Elect  Director Frank S. Royal, M.D.      For       For        Management
1.4   Elect  Director Robert M. Beall, II       For       For        Management
1.5   Elect  Director Jeffrey C. Crowe          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SUPERVALU INC.

Ticker:       SVU            Security ID:  868536103
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Lillis          For       For        Management
1.2   Elect Director Jeffrey Noodle             For       For        Management
1.3   Elect Director Steven S. Rogers           For       For        Management
1.4   Elect Director Ronald E. Daly             For       For        Management
1.5   Elect Director Marissa Peterson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


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

SYMANTEC CORP.

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

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


- --------------------------------------------------------------------------------

SYMBOL TECHNOLOGIES, INC.

Ticker:       SBL            Security ID:  871508107
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Nuti           For       For        Management
1.2   Elect  Director Robert J. Chrenc          For       For        Management
1.3   Elect  Director Salvatore Iannuzzi        For       For        Management
1.4   Elect  Director Edward Kozel              For       For        Management
1.5   Elect  Director George Samenuk            For       For        Management
1.6   Elect  Director Melvin A. Yellin          For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SYNOVUS FINANCIAL CORP.

Ticker:       SNV            Security ID:  87161C105
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Blanchard        For       For        Management
1.2   Elect  Director C. Edward Floyd           For       For        Management
1.3   Elect  Director Gardiner W. Garrard Jr    For       For        Management
1.4   Elect  Director V. Nathaniel Hansford     For       For        Management
1.5   Elect  Director Alfred W. Jones III       For       For        Management
1.6   Elect  Director H. Lynn Page              For       For        Management
1.7   Elect  Director James D. Yancey           For       For        Management
1.8   Elect  Director Frank W. Brumley          For       For        Management
1.9   Elect  Director Elizabeth W. Camp         For       For        Management
1.10  Elect  Director T. Michael Goodrich       For       For        Management
1.11  Elect  Director J. Neal Purcell           For       For        Management
1.12  Elect  Director William B. Turner, Jr     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Golden as Class   For       Withhold   Management
      II Director
1.2   Elect Director Joseph A. Hafner, Jr. as   For       For        Management
      Class II Director
1.3   Elect Director Thomas E. Lankford as      For       Withhold   Management
      Class II Director
1.4   Elect Director Richard J. Schnieders as   For       Withhold   Management
      Class II Director
1.5   Elect Director John K. Stubblefield, Jr.  For       For        Management
      as Class III Director
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on the Impact of Genetically       Against   Against    Shareholder
      Engineered Products


- --------------------------------------------------------------------------------

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 8, 2004    Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward C. Bernard         For       For        Management
1.2   Elect  Director James T. Brady            For       For        Management
1.3   Elect  Director D. William J. Garrett     For       For        Management
1.4   Elect  Director Donald B. Hebb, Jr.       For       For        Management
1.5   Elect  Director James A.C. Kennedy        For       For        Management
1.6   Elect  Director James S. Riepe            For       For        Management
1.7   Elect  Director George A. Roche           For       For        Management
1.8   Elect  Director Brian C. Rogers           For       For        Management
1.9   Elect  Director Dr. Alfred Sommer         For       For        Management
1.10  Elect  Director Dwight S. Taylor          For       For        Management
1.11  Elect  Director Anne Marie Whittemore     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michele J. Hooper         For       For        Management
1.3   Elect  Director Anne M. Mulcahy           For       For        Management
1.4   Elect  Director Stephen W. Sanger         For       For        Management
1.5   Elect  Director Warren R. Staley          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

TECO ENERGY, INC.

Ticker:       TE             Security ID:  872375100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom L. Rankin             For       For        Management
1.2   Elect  Director William D. Rockford       For       For        Management
1.3   Elect  Director J. Thomas Touchton        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

TEKTRONIX, INC.

Ticker:       TEK            Security ID:  879131100
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerry B. Cameron           For       For        Management
1.2   Elect Director Cyril J. Yansouni          For       For        Management
2     Refrain from Doing Business in China      Against   Against    Shareholder


- --------------------------------------------------------------------------------

TELLABS, INC.

Ticker:       TLAB           Security ID:  879664100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Birck          For       For        Management
1.2   Elect  Director Frederick A. Krehbiel     For       For        Management
1.3   Elect  Director Krish A. Prabhu           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEMPLE-INLAND INC.

Ticker:       TIN            Security ID:  879868107
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald M. Carlton         For       For        Management
1.2   Elect  Director E. Linn Draper, Jr.       For       For        Management
1.3   Elect  Director Jeffrey M. Heller         For       For        Management
1.4   Elect  Director Kenneth M. Jastrow, II    For       For        Management
1.5   Elect  Director James A. Johnson          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: JUL 23, 2003   Meeting Type: Annual
Record Date:  JUN 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence Biondi, S.J.      For       For        Management
1.2   Elect Director Van B. Honeycutt           For       For        Management
1.3   Elect Director Edward A. Kangas           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board


- --------------------------------------------------------------------------------

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Trevor Fetter             For       For        Management
1.2   Elect  Director Van B. Honeycutt          For       For        Management
1.3   Elect  Director John C. Kane              For       For        Management
1.4   Elect  Director Edward A. Kangas          For       For        Management
1.5   Elect  Director J. Robert Kerrey          For       For        Management
1.6   Elect  Director Richard R. Pettingill     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Mulroney          For       For        Management
1.2   Elect  Director Patricia S. Wolpert       For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kathleen M. Bader         For       For        Management
1.2   Elect  Director R. Kerry Clark            For       For        Management
1.3   Elect  Director Ivor J. Evans             For       For        Management
1.4   Elect  Director Lord Powell of Bayswater  For       For        Management
      KCMG
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Stock-for-Salary/Bonus Plan       For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Foreign Weapons Sales           Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

THE CLOROX COMPANY

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel Boggan, Jr.         For       For        Management
1.2   Elect Director Tully M. Friedman          For       For        Management
1.3   Elect Director Christoph Henkel           For       For        Management
1.4   Elect Director William R. Johnson         For       For        Management
1.5   Elect Director Gerald E. Johnston         For       For        Management
1.6   Elect Director Robert W. Matschullat      For       For        Management
1.7   Elect Director Gary G. Michael            For       For        Management
1.8   Elect Director Klaus Morwind              For       For        Management
1.9   Elect Director Jan L. Murley              For       For        Management
1.10  Elect Director Lary R. Scott              For       For        Management
1.11  Elect Director Michael E. Shannon         For       For        Management
1.12  Elect Director G. Craig Sullivan          For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management

1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
4     Declassify the Board of Directors         Against   For        Shareholder
5     Label Genetically Engineered Foods        Against   Against    Shareholder


- --------------------------------------------------------------------------------

THERMO ELECTRON CORP.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marijn E. Dekkers         For       For        Management
1.2   Elect  Director Robert A. McCabe          For       For        Management
1.3   Elect  Director Robert W. O'Leary         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

THOMAS & BETTS CORP.

Ticker:       TNB            Security ID:  884315102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.H. Drew                 For       For        Management
1.2   Elect  Director T.K. Dunnigan             For       For        Management
1.3   Elect  Director J.K. Hauswald             For       For        Management
1.4   Elect  Director D. Jernigan               For       For        Management
1.5   Elect  Director R.B. Kalich Sr.           For       For        Management
1.6   Elect  Director R.A. Kenkel               For       For        Management
1.7   Elect  Director K.R. Masterson            For       For        Management
1.8   Elect  Director D.J. Pileggi              For       For        Management
1.9   Elect  Director J.P. Richard              For       For        Management
1.10  Elect  Director J.L. Stead                For       For        Management
1.11  Elect  Director D.D. Stevens              For       For        Management
1.12  Elect  Director W.H. Waltrip              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Kowalski       For       For        Management
1.2   Elect  Director Rose Marie Bravo          For       For        Management
1.3   Elect  Director William R. Chaney         For       For        Management
1.4   Elect  Director Samuel L. Hayes III       For       For        Management
1.5   Elect  Director Abby F. Kohnstamm         For       For        Management
1.6   Elect  Director Charles K. Marquis        For       For        Management
1.7   Elect  Director J. Thomas Presby          For       For        Management
1.8   Elect  Director James E. Quinn            For       For        Management
1.9   Elect  Director William A. Shutzer        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Barksdale        For       For        Management
1.2   Elect  Director Stephen F. Bollenbach     For       For        Management
1.3   Elect  Director Stephen M. Case           For       For        Management
1.4   Elect  Director Frank J. Caufield         For       For        Management
1.5   Elect  Director Robert C. Clark           For       For        Management
1.6   Elect  Director Miles R. Gilburne         For       For        Management
1.7   Elect  Director Carla A. Hills            For       For        Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Michael A. Miles          For       For        Management
1.10  Elect  Director Kenneth J. Novack         For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director R. E. Turner              For       For        Management
1.13  Elect  Director Francis T. Vincent, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt China Principles                    Against   Against    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

TORCHMARK CORP.

Ticker:       TMK            Security ID:  891027104
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles E. Adair          For       For        Management
1.2   Elect  Director Joseph M. Farley          For       For        Management
1.3   Elect  Director C. B. Hudson              For       For        Management
1.4   Elect  Director Joseph L. Lanier, Jr.     For       For        Management
1.5   Elect  Director R. K. Richey              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Divest Investments in Tobacco Companies   Against   Against    Shareholder


- --------------------------------------------------------------------------------

TOYS 'R' US, INC.

Ticker:       TOY            Security ID:  892335100
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director RoAnn Costin              For       For        Management
1.2   Elect  Director John H. Eyler, Jr.        For       For        Management
1.3   Elect  Director Roger N. Farah            For       For        Management
1.4   Elect  Director Peter A. Georgescu        For       For        Management
1.5   Elect  Director Cinda A. Hallman          For       For        Management
1.6   Elect  Director Calvin Hill               For       For        Management
1.7   Elect  Director Nancy Karch               For       For        Management
1.8   Elect  Director Norman S. Matthews        For       For        Management
1.9   Elect  Director Arthur B. Newman          For       For        Management
1.10  Elect  Director Frank R. Noonan           For       For        Management
2     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


- --------------------------------------------------------------------------------

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Long            For       For        Management
1.2   Elect  Director Martin B. Mcnamara        For       For        Management
1.3   Elect  Director Robert M. Sprague         For       For        Management
1.4   Elect  Director J. Michael Talbert        For       For        Management
2     APPROVAL OF THE AMENDMENT OF OUR          For       For        Management
      LONG-TERM INCENTIVE PLAN AS DESCRIBED IN
      THE PROXY STATEMENT.
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TRAVELERS PROPERTY CASUALTY CORP.

Ticker:       TVCR           Security ID:  89420G406
Meeting Date: MAR 19, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

TRIBUNE CO.

Ticker:       TRB            Security ID:  896047107
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey Chandler          For       For        Management
1.2   Elect  Director William A. Osborn         For       For        Management
1.3   Elect  Director Kathryn C. Turner         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

TUPPERWARE CORP.

Ticker:       TUP            Security ID:  899896104
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rita Bornstein            For       For        Management
1.2   Elect  Director E.V. Goings               For       For        Management
1.3   Elect  Director Robert J. Murray          For       For        Management
1.4   Elect  Director Joyce M. Roche            For       For        Management
1.5   Elect  Director M. Anne Szostak           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       For        Management
1.2   Elect  Director E. Gail de Planque        For       For        Management
1.3   Elect  Director William M. Griffin        For       For        Management
1.4   Elect  Director Kerney Laday              For       For        Management
1.5   Elect  Director Jack E. Little            For       For        Management
1.6   Elect  Director Erle Nye                  For       For        Management
1.7   Elect  Director J.E. Oesterreicher        For       For        Management
1.8   Elect  Director Michael W. Ranger         For       For        Management
1.9   Elect  Director Herbert H. Richardson     For       For        Management
1.10  Elect  Director C. John Wilder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       For        Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


- --------------------------------------------------------------------------------

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victoria Buyniski         For       Withhold   Management
      Gluckman
1.2   Elect  Director Arthur D. Collins, Jr.    For       Withhold   Management
1.3   Elect  Director Jerry W. Levin            For       Withhold   Management
1.4   Elect  Director Thomas E. Petry           For       Withhold   Management
1.5   Elect  Director Richard G. Reiten         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Executive Compensation to Vote     Against   For        Shareholder
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


- --------------------------------------------------------------------------------

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.F. Anschutz             For       For        Management
1.2   Elect  Director R.K. Davidson             For       For        Management
1.3   Elect  Director T.J. Donohue              For       For        Management
1.4   Elect  Director A.W. Dunham               For       For        Management
1.5   Elect  Director S.F. Eccles               For       For        Management
1.6   Elect  Director I.J. Evans                For       For        Management
1.7   Elect  Director J.R. Hope                 For       For        Management
1.8   Elect  Director M.W. Mcconnell            For       For        Management
1.9   Elect  Director S.R. Rogel                For       For        Management
1.10  Elect  Director E. Zedillo                For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

UNION PLANTERS CORP.

Ticker:       UPC            Security ID:  908068109
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Albert M. Austin          For       For        Management
2.2   Elect  Director George W. Bryan           For       For        Management
2.3   Elect  Director Robert R. Waller, M.D.    For       For        Management
2.4   Elect  Director Spence L. Wilson          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       Against    Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

UNISYS CORP.

Ticker:       UIS            Security ID:  909214108
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Henry C. Duques           For       For        Management
1.2   Elect  Director Clayton M. Jones          For       For        Management
1.3   Elect  Director Theodore E. Martin        For       For        Management
1.4   Elect  Director Lawrence A. Weinbach      For       For        Management


- --------------------------------------------------------------------------------

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director James P. Kelly            For       For        Management
1.4   Elect  Director Ann M. Livermore          For       For        Management
1.5   Elect  Director Gary E. MacDougal         For       For        Management
1.6   Elect  Director Victor A. Pelson          For       For        Management
1.7   Elect  Director Lea N. Soupata            For       For        Management
1.8   Elect  Director Robert M. Teeter          For       For        Management
1.9   Elect  Director John W. Thompson          For       For        Management
1.10  Elect  Director Carol B. Tome             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UNITED STATES STEEL CORP.

Ticker:       X              Security ID:  912909108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Darnall         For       For        Management
1.2   Elect  Director Roy G. Dorrance           For       For        Management
1.3   Elect  Director Charles R. Lee            For       For        Management
1.4   Elect  Director John G. Drosdick          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director George David              For       For        Management
1.3   Elect  Director Jean-Pierre Garnier       For       For        Management
1.4   Elect  Director Jamie S. Gorelick         For       For        Management
1.5   Elect  Director Charles R. Lee            For       For        Management
1.6   Elect  Director Richard D. McCormick      For       For        Management
1.7   Elect  Director Harold McGraw III         For       For        Management
1.8   Elect  Director Frank P. Popoff           For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Andre Villeneuve          For       For        Management
1.11  Elect  Director H. A. Wagner              For       For        Management
1.12  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Disclosure of Executive Compensation      Against   Against    Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Performance-Based/Indexed Options         Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Ballard, Jr.   For       For        Management
1.2   Elect  Director Richard T. Burke          For       For        Management
1.3   Elect  Director Stephen J. Hemsley        For       For        Management
1.4   Elect  Director Donna E. Shalala          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

UNIVISION COMMUNICATIONS INC.

Ticker:       UVN            Security ID:  914906102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Jerrold Perenchio      For       Withhold   Management
1.2   Elect  Director Fernando Aguirre          For       For        Management
1.3   Elect  Director Harold Gaba               For       For        Management
1.4   Elect  Director Alan F. Horn              For       For        Management
1.5   Elect  Director John G. Perenchio         For       Withhold   Management
1.6   Elect  Director Ray Rodriguez             For       Withhold   Management
1.7   Elect  Director McHenry T. Tichenor, Jr.  For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

UNOCAL CORP.

Ticker:       UCL            Security ID:  915289102
Meeting Date: MAY 24, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard D. McCormick      For       For        Management
1.2   Elect  Director Marina v.N. Whitman       For       For        Management
1.3   Elect  Director Charles R. Williamson     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Deferred Compensation Plan        For       For        Management
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Awards to Executives                Against   Against    Shareholder
7     Establish Other Board Committee           Against   For        Shareholder
8     Report on Greenhouse Gas Emissions        Against   Against    Shareholder


- --------------------------------------------------------------------------------

UNUMPROVIDENT CORPORATION

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald E. Goldsberry      For       For        Management
1.2   Elect  Director Hugh O. Maclellan, Jr.    For       For        Management
1.3   Elect  Director C. William Pollard        For       For        Management
1.4   Elect  Director John W. Rowe              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors
6     Establish Other Board Committee           Against   For        Shareholder


- --------------------------------------------------------------------------------

UST INC.

Ticker:       UST            Security ID:  902911106
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John P. Clancey           For       For        Management
1.2   Elect  Director Vincent A. Gierer, Jr.    For       For        Management
1.3   Elect  Director Joseph E. Heid            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    None      For        Shareholder
      Pill) to Shareholder Vote
4     Reduce Nitrosamines in Oral Snuff         Against   Against    Shareholder


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

VF CORP.

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward E. Crutchfield     For       Withhold   Management
1.2   Elect  Director George Fellows            For       Withhold   Management
1.3   Elect  Director Daniel R. Hesse           For       Withhold   Management
1.4   Elect  Director Clarence Otis, Jr.        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Adopt ILO Based Code of Conduct           Against   Against    Shareholder


- --------------------------------------------------------------------------------

VIACOM INC.

Ticker:       VIA            Security ID:  925524308
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George S. Abrams          For       Withhold   Management
1.2   Elect  Director David R. Andelman         For       Withhold   Management
1.3   Elect  Director Joseph A. Califano, Jr.   For       For        Management
1.4   Elect  Director William S. Cohen          For       For        Management
1.5   Elect  Director Philippe P. Dauman        For       Withhold   Management
1.6   Elect  Director Alan C. Greenberg         For       Withhold   Management
1.7   Elect  Director Mel Karmazin              For       Withhold   Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director David T. McLaughlin       For       For        Management
1.10  Elect  Director Shari Redstone            For       Withhold   Management
1.11  Elect  Director Sumner M. Redstone        For       Withhold   Management
1.12  Elect  Director Frederic V. Salerno       For       Withhold   Management
1.13  Elect  Director William Schwartz          For       Withhold   Management
1.14  Elect  Director Patty Stonesifer          For       For        Management
1.15  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


- --------------------------------------------------------------------------------

VISTEON CORPORATION

Ticker:       VC             Security ID:  92839U107
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven K. Hamp            For       For        Management
1.2   Elect  Director Michael F. Johnston       For       For        Management
1.3   Elect  Director Karl J. Krapek            For       For        Management
1.4   Elect  Director Robert M. Teeter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
6     Amend and Report on an International Code Against   Against    Shareholder
      of Conduct
7     Permit Voting Leverage for Shareowners    Against   Against    Shareholder


- --------------------------------------------------------------------------------

VULCAN MATERIALS CO.

Ticker:       VMC            Security ID:  929160109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Orin R. Smith             For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Donald B. Rice            For       For        Management
1.4   Elect  Director Vincent J. Trosino        For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brian P. Anderson         For       For        Management
1.2   Elect  Director Wesley M. Clark           For       For        Management
1.3   Elect  Director Wilbur H. Gantz           For       For        Management
1.4   Elect  Director David W. Grainger         For       For        Management
1.5   Elect  Director Richard L. Keyser         For       For        Management
1.6   Elect  Director Frederick A. Krehbiel     For       For        Management
1.7   Elect  Director John W. McCarter, Jr.     For       For        Management
1.8   Elect  Director Neil S. Novich            For       For        Management
1.9   Elect  Director James D. Slavik           For       For        Management
1.10  Elect  Director Harold B. Smith           For       For        Management
1.11  Elect  Director Janiece S. Webb           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James S. Balloun          For       For        Management
1.2   Elect  Director John T. Casteen, III      For       For        Management
1.3   Elect  Director Joseph Neubauer           For       For        Management
1.4   Elect  Director Lanty L. Smith            For       For        Management
1.5   Elect  Director Dona Davis Young          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Prepare Sustainability Report             Against   For        Shareholder
8     Report on Stock Option Distribution by    Against   For        Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   For        Shareholder
11    Submit Executive Compensation to Vote     Against   For        Shareholder


- --------------------------------------------------------------------------------

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 14, 2004   Meeting Type: Annual
Record Date:  NOV 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Cordell Reed               For       For        Management
1.6   Elect Director Jeffrey A. Rein            For       For        Management
1.7   Elect Director David Y. Schwartz          For       For        Management
1.8   Elect Director John B. Schwemm            For       For        Management
1.9   Elect Director Marilou M. von Ferstel     For       For        Management
1.10  Elect Director Charles R. Walgreen III    For       For        Management
2     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan


- --------------------------------------------------------------------------------

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director John S. Chen              For       For        Management
1.3   Elect  Director Michael D. Eisner         For       Withhold   Management
1.4   Elect  Director Judith L. Estrin          For       For        Management
1.5   Elect  Director Robert A. Iger            For       For        Management
1.6   Elect  Director Aylwin B. Lewis           For       For        Management
1.7   Elect  Director Monica C. Lozano          For       For        Management
1.8   Elect  Director Robert W. Matschullat     For       For        Management
1.9   Elect  Director George J. Mitchell        For       For        Management
1.10  Elect  Director Leo J. O'Donovan, S.J.    For       For        Management
1.11  Elect  Director Gary L. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     China Principles                          Against   Against    Shareholder
4     Report on Supplier Labor Standards in     Against   For        Shareholder
      China
5     Report on Amusement Park Safety           Against   Against    Shareholder


- --------------------------------------------------------------------------------

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne V. Farrell           For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Margaret Osmer Mcquade    For       For        Management
1.4   Elect  Director William D. Schulte        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       For        Management
1.2   Elect  Director Frank M. Clark, Jr.       For       For        Management
1.3   Elect  Director Robert S. Miller          For       For        Management
1.4   Elect  Director A. Maurice Myers          For       For        Management
1.5   Elect  Director John C. Pope              For       For        Management
1.6   Elect  Director W. Robert Reum            For       For        Management
1.7   Elect  Director Steven G. Rothmeier       For       For        Management
1.8   Elect  Director David P. Steiner          For       For        Management
1.9   Elect  Director Carl W. Vogt              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

WATERS CORP.

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joshua Bekenstein         For       For        Management
1.2   Elect  Director M.J. Berendt, Ph.D.       For       For        Management
1.3   Elect  Director Douglas A. Berthiaume     For       For        Management
1.4   Elect  Director Philip Caldwell           For       For        Management
1.5   Elect  Director Edward Conard             For       Withhold   Management
1.6   Elect  Director L.H. Glimcher, M.D.       For       For        Management
1.7   Elect  Director William J. Miller         For       For        Management
1.8   Elect  Director Thomas P. Salice          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

WATSON PHARMACEUTICALS, INC.

Ticker:       WPI            Security ID:  942683103
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allen Chao, Ph.D.         For       For        Management
1.2   Elect  Director Michel J. Feldman         For       For        Management
1.3   Elect  Director Fred G. Weiss             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Review Executive Compensation             Against   Against    Shareholder


- --------------------------------------------------------------------------------

WELLPOINT HEALTH NETWORKS INC.

Ticker:       WLP            Security ID:  94973H108
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       Withhold   Management
1.11  Elect  Director Judith M. Runstad         For       Withhold   Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       Withhold   Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

WENDY'S INTERNATIONAL, INC.

Ticker:       WEN            Security ID:  950590109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Janet Hill                For       For        Management
1.2   Elect  Director Paul D. House             For       For        Management
1.3   Elect  Director John R. Thompson          For       For        Management
1.4   Elect  Director J. Randolph Lewis         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven R. Rogel           For       For        Management
1.2   Elect  Director William D. Ruckelshaus    For       For        Management
1.3   Elect  Director Richard H. Sinkfield      For       For        Management
1.4   Elect  Director James N. Sullivan         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Declassify the Board of Directors         Against   For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Implement Restricted Share Executive      Against   For        Shareholder
      Compensation Plan
6     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
7     Develop Policy Regarding Old Growth       Against   Against    Shareholder
      Forests
8     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WHIRLPOOL CORP.

Ticker:       WHR            Security ID:  963320106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allan D. Gilmour          For       For        Management
1.2   Elect  Director Michael F. Johnston       For       For        Management
1.3   Elect  Director Janice D. Stoney          For       For        Management
1.4   Elect  Director David R. Whitwam          For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


- --------------------------------------------------------------------------------

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles M. Lillis         For       For        Management
1.2   Elect  Director William G. Lowrie         For       For        Management
1.3   Elect  Director Joseph H. Williams        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

WINN-DIXIE STORES, INC.

Ticker:       WIN            Security ID:  974280109
Meeting Date: OCT 8, 2003    Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tillie K. Fowler as Class  For       For        Management
      II Director
1.2   Elect Director Frank Lazaran as Class II  For       For        Management
      Director
1.3   Elect Director Edward W. Mehrer, Jr. as   For       For        Management
      Class II Director
1.4   Elect Director Ronald Townsend as Class   For       For        Management
      II Director
1.5   Elect Director John E. Anderson as Class  For       For        Management
      III Director
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WM. WRIGLEY JR. CO.

Ticker:       WWY            Security ID:  982526105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas A. Knowlton        For       For        Management
1.2   Elect  Director Steven B. Sample          For       For        Management
1.3   Elect  Director Alex Shumate              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WORTHINGTON INDUSTRIES INC.

Ticker:       WOR            Security ID:  981811102
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John B. Blystone           For       For        Management
1.2   Elect Director James G. Brocksmith, Jr.   For       For        Management
1.3   Elect Director William S. Dietrich, II    For       For        Management
1.4   Elect Director Sidney A. Ribeau           For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Approve Stock Option Plan                 For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clifford L. Alexander,    For       For        Management
      Jr.
1.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
1.3   Elect  Director Richard L. Carrion        For       For        Management
1.4   Elect  Director Robert Essner             For       For        Management
1.5   Elect  Director John D. Feerick           For       For        Management
1.6   Elect  Director Robert Langer             For       For        Management
1.7   Elect  Director John P. Mascotte          For       For        Management
1.8   Elect  Director Mary Lake Polan           For       For        Management
1.9   Elect  Director Ivan G. Seidenberg        For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director John R. Torell III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Drug Pricing                    Against   Against    Shareholder
4     Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect  Director David A. Christensen      For       For        Management
2.2   Elect  Director Margaret R. Preska        For       For        Management
2.3   Elect  Director W. Thomas Stephens        For       For        Management
2.4   Elect  Director Richard H. Anderson       For       For        Management
2.5   Elect  Director Richard C. Kelly          For       For        Management
2.6   Elect  Director Ralph R. Peterson         For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

XEROX CORP.

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glenn A. Britt            For       For        Management
1.2   Elect  Director Richard J. Harrington     For       For        Management
1.3   Elect  Director William Curt Hunter       For       For        Management
1.4   Elect  Director Vernon E. Jordan, Jr.     For       Withhold   Management
1.5   Elect  Director Hilmar Kopper             For       For        Management
1.6   Elect  Director Ralph S. Larsen           For       For        Management
1.7   Elect  Director Anne M. Mulcahy           For       For        Management
1.8   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.9   Elect  Director John E. Pepper            For       For        Management
1.10  Elect  Director Ann N. Reese              For       For        Management
1.11  Elect  Director Stephen Robert            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Loudon               For       For        Management
1.2   Elect  Director Robert S. Parker          For       For        Management
1.3   Elect  Director Alan Z. Senter            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry S. Semel            For       Withhold   Management
1.2   Elect  Director Jerry Yang                For       Withhold   Management
1.3   Elect  Director Roy J. Bostock            For       Withhold   Management
1.4   Elect  Director Ronald W. Burkle          For       Withhold   Management
1.5   Elect  Director Eric Hippeau              For       Withhold   Management
1.6   Elect  Director Arthur H. Kern            For       Withhold   Management
1.7   Elect  Director Robert A. Kotick          For       Withhold   Management
1.8   Elect  Director Edward R. Kozel           For       Withhold   Management
1.9   Elect  Director Gary L. Wilson            For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Holland, Jr.       For       For        Management
1.2   Elect  Director David C. Novak            For       For        Management
1.3   Elect  Director Jackie Trujillo           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Smoke-Free Restaurant Policy        Against   Against    Shareholder
5     Prepare a Sustainability Report           Against   For        Shareholder
6     Adopt MacBride Principles                 Against   Against    Shareholder
7     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
8     Report on Animal Welfare Standards        Against   Against    Shareholder


- --------------------------------------------------------------------------------

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: JUL 22, 2003   Meeting Type: Special
Record Date:  JUN 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


- --------------------------------------------------------------------------------

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry C. Glasscock        For       Withhold   Management
1.2   Elect  Director John L. McGoldrick        For       Withhold   Management
2     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
3     Ratify Auditors                           Against   For        Shareholder


- --------------------------------------------------------------------------------

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger B. Porter           For       For        Management
1.2   Elect  Director L. E. Simmons             For       For        Management
1.3   Elect  Director Steven C. Wheelwright     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management




=================== FIFTH THIRD GOVERNMENT MONEY MARKET FUND ===================




============ FIFTH THIRD INSTITUTIONAL GOVERNMENT MONEY MARKET FUND ============




================= FIFTH THIRD INSTITUTIONAL MONEY MARKET FUND ==================




====================== FIFTH THIRD INTERMEDIATE BOND FUND ======================




================= FIFTH THIRD INTERMEDIATE MUNICIPAL BOND FUND =================


TAX-FREE INVESTMENTS CO.

Ticker:                      Security ID:  876935404
Meeting Date: OCT 21, 2003   Meeting Type: Special
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors                           For       For        Management
2     Approve Conversion to Series of Delaware  For       For        Management
      Statutory Trust




==================FIFTH THIRD INTERNATIONAL EQUITY FUND=================


                                                                                   


- -------------------------------------------------------------------------------------------------------
AXA, PARIS                                                                    Agenda: 700494999
     CUSIP: 054536107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: US0545361075
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a settlement
        date prior to Meeting Date + 1



E.12    Authorize the Management Board to                             Mgmt       No Action         *
        issue equity in the event of a public
        offer to purchase or exchange
        securities of the Company
E.13    Approve the statutory modifications                           Mgmt       No Action         *
        related to the appointment of a
        Supervisory Board Member representing
        employee shareholders
E.14    Elect an Employee Representative to                           Mgmt       No Action         *
        the Supervisory Board
E.15    Authorize the Management Board to                             Mgmt       No Action         *
        cancel the shares and reduce the
        capital
E.16    Authorize to comply with all formal                           Mgmt       No Action         *
        requirements in connection with this
        meeting
O.1     Approve the Company s 2003 financial                          Mgmt       No Action         *
        statements
O.10    Appoint Mr. Jacques Toborout to the                           Mgmt       No Action         *
        Supervisory Board for four year term
O.11    Authorize the Management Board to                             Mgmt       No Action         *
        trade in the Company s shares:
        maximum purchase price EUR 35;
        minimum sale price EUR 12
O.2     Approve the consolidated financial                            Mgmt       No Action         *
        statements for 2003
O.3     Approve the earnings and declare the                          Mgmt       No Action         *
        dividend of EUR 0.38
O.4     Approve the agreement mentioned in                            Mgmt       No Action         *
        the Auditor s special report
O.5     Re-elect Mr. Claude Bebear to the                             Mgmt       No Action         *
        Supervisory Board for four year term
O.6     Re-elect Mazars and Guerard as the                            Mgmt       No Action         *
        Statutory Auditors for six year term
O.7     Appoint Mr. Jean-Louis Simon as a                             Mgmt       No Action         *
        Alternate Auditor for six year term
O.8     Appoint Mr. Willy Avereyn to the                              Mgmt       No Action         *
        Supervisory Board for four year term
O.9     Appoint Mr. Cees de Jong to the                               Mgmt       No Action         *
        Supervisory Board for four year term

- -------------------------------------------------------------------------------------------------------
MINING AND METALLURGICAL COMPANY NORILSK                                      Agenda: 700443031
NICKEL JSC, TAIMIRSKY REGION
     CUSIP: 46626D108                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/29/2003          ISIN: US46626D1081
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the payment of dividends on                           Mgmt       No Action         *
        the Company shares for 9 months of
        2003, in the amount RUR 42.1 per
        ordinary share and to pay the
        dividends before 28 FEB 2004

- -------------------------------------------------------------------------------------------------------
KIRIN BREWERY CO LTD                                                          Agenda: 700468867
     CUSIP: 497350108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3258000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 6, Final JY 6, Special JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases
        At Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
NIKON CORP (FORMERLY NIPPON KOGAKU KK)                                        Agenda: 700540241
     CUSIP: 654111103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3657400002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 4, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
NOKIA OYJ                                                                     Agenda: 700455492
     CUSIP: 654902204                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: US6549022043
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article 12 of the Articles of
        Association and payment of dividend
        of EUR 0.30 per share
2.      Approve to reduce the share capital                           Mgmt       No Action         *
        of the Company by a minimum of EUR
        5,668,710 and a maximum of EUR
        8,760,000 through the cancellation of
        a minimum of 94,478,500 and a maximum
        of 146,000,000 shares held by the
        Company prior to the AGM by the
        transfer of the aggregate par value of
        the shares to be cancelled from the
        share capital to the share premium
        capital, the resulting reduction not
        affecting the shareholders equity of
        the Company
3.      Authorize the Board of Directors                              Mgmt       No Action         *
        Board to increase the share capital of
        the Company up to EUR 55,500,000 by
        issuing new shares, stock options or
        convertible bonds in one or more
        issues, resulting in the creation of
        an aggregate maximum of 925,000,000
        new shares, each with a par value of 6
        cents on the prescribed terms and
        conditions of which up to EUR
        3,000,000 may result from incentive
        plans; authorize the Board to disapply
        the shareholders pre-emptive rights
        conditional upon the existence of
        important financial grounds such as
        financing or carrying out of an
        acquisition or another arrangement, or
        granting incentives to selected
        members of the personnel, the share
        subscription being in cash or in kind;
        Authority is valid from 28 MAR 2004 to
        25 MAR 2005



4.      Authorize the Board to repurchase a                           Mgmt       No Action         *
        maximum of 230,000,000 shares with a
        par value of 6 cents, by using funds
        available for distribution of profits,
        either by: a) a tender offer made to
        all the shareholders on equal terms
        and for an equal price; or b) through
        public trading in which case the
        shares be repurchased in another
        proportion than that of holdings of
        the current shareholders, after which
        the Company may enter into derivative,
        share lending or other arrangements
        within the applicable regulatory
        limits, the repurchase price being
        based on the market price of the share
        in public trading, in order to develop
        the capital structure of the Company,
        to finance or carry out acquisitions
        or other arrangements, to grant
        incentives to selected members of the
        personnel or in connection with these,
        to be transferred in other ways, or to
        be cancelled resulting in a reduction
        in the Company s distributable profit;
        Authority is valid from 28 MAR 2004 to
        25 MAR 2005
5.      Authorize the Board to dispose a                              Mgmt       No Action         *
        maximum of 230,000,000 shares with a
        par value of 6 cents as they may deem
        fit and to dispose the shares in
        another proportion than that of the
        shareholders pre-emptive rights,
        conditional upon the existence of
        important financial grounds such as
        financing or carrying out of an
        acquisition or another arrangement, or
        granting incentives to selected
        members of the personnel or through
        public trading on the exchanges the
        rules of which allow Companies to
        trade in their own shares; Authority
        is valid from 28 MAR 2004 to 25 MAR
        2005
6.      Approve to increase the capital of                            Mgmt       No Action         *
        The Foundation of Nokia Corporation
        by EUR 5,000,000 to be used to
        support the scientific development of
        information and telecommunications
        technologies and to promote education
        in the sector
7.      Approve a dividend for the fiscal                             Mgmt       No Action         *
        year 2003 of EUR 0.30 per share, such
        dividend will be paid to shareholders
        registered in the



        Register of Shareholders held by
        Finnish Central Securities Depository
        Ltd on the record date 30 MAR 2004, be
        paid on or about 16 APR 2004
8.      Approve that the number of Board                              Mgmt       No Action         *
        members be set at nine and that the
        present Board members: Mr. Paul J.
        Collins, Mr. Georg Ehrnrooth, Mr.
        Bengt Holmstrom, Mr. Per Karlsson, Ms.
        Jorma Ollila, Ms. Marjorie Scardino,
        Ms. Vesa Vainio and Mr. Arne Wessberg
        be re-elected until the closing of the
        following AGM; moreover, the Committee
        proposes that Mr. John L.Thornton be
        elected as a new member of the Board
        for the same one-year term
9.      Re-elect PricewaterhouseCoopers Oy                            Mgmt       No Action         *
        for the fiscal year 2004

- -------------------------------------------------------------------------------------------------------
VIMPEL COMMUNICATIONS OJSC, MOSCOW                                            Agenda: 700420792
     CUSIP: 68370R109                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/24/2003          ISIN: US68370R1095
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the acquisition                                       Mgmt       No Action         *
2.      Approve the acquisition                                       Mgmt       No Action         *
3.      Approve to issue shares                                       Mgmt       No Action         *
4.      Approve the conversion                                        Mgmt       No Action         *
5.      Approve the conversion                                        Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
VIMPEL COMMUNICATIONS OJSC, MOSCOW                                            Agenda: 700473907
     CUSIP: 68370R109                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: US68370R1095
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the amendments to the Charter                         Mgmt       No Action         *
        of the Company

- -------------------------------------------------------------------------------------------------------
ROYAL DUTCH PETROLEUM CO, DEN HAAG                                            Agenda: 700533412
     CUSIP: 780257804                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: US7802578044
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 21 JUN 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.
1.      Approve the annual report 2003                                Mgmt       No Action         *
2.A     Approve: a) the finalization of the                           Mgmt       No Action         *
        balance sheet as at 31 DEC 2003, the
        profit and loss account for the year
        2003 and acknowledge the balance sheet
        and the profit and loss account; b) to
        declare total dividend the interim
        dividend of EUR 0.74 made payable in
        SEP 2003 and the second interim
        dividend for 2003 of EUR 1.02 made
        payable in MAY 2004 for the year 2003;
        c) to grant discharge to the Managing
        Directors of their responsibility in
        respect of their management for the
        year 2003; and d) to grant discharge
        to the Supervisory Board of their
        responsibility in respect of their
        management for the year 2003
2.B     Approve to declare total dividend                             Mgmt       No Action         *
        the interim dividend of EUR 0.74 made
        payable in SEP 2003 and the second
        interim dividend for 2003 of EUR 1.02
        made payable in MAY 2004  for the
        year 2003;
2.C     Approve to grant discharge to the                             Mgmt       No Action         *
        Managing Directors of their
        responsibility in respect of their
        management for the year 2003
2.D     Approve to grant discharge to the                             Mgmt       No Action         *
        Supervisory Board of their
        responsibility in respect of their
        management for the year 2003
3.      Appoint Ms. L.Z. Cook as a Managing                           Mgmt       No Action         *
        Director of the Company for 4 years
        with effect from 01 AUG 2004
4.      Appoint Mrs. Ch. Morin-Postel as a                            Mgmt       No Action         *
        Member of the Supervisory Board of the
        Company with effect from 01 JUL
5.      Re-appoint Mr. M.A. Van Den Bergh,                            Mgmt       No Action         *
        pursuant to Article 26, paragraph 1
        of the Articles of Association, as a
        Member of the Supervisory Board of
        the Company with effect form 01 JUL
        2004, who is scheduled to retire by
        rotation on 30 JUN 2004



6.      Approve to reduce the issued share                            Mgmt       No Action         *
        capital of the Company by cancellation
        of the shares repurchased under the
        programme between the general meeting
        of 23 APR 2003 and the general meeting
        of 28 JUN 2004; the share buyback and
        the cancellation of the shares
        repurchased will result in a reduction
        of the issued share capital; this is
        in line with the policy of increasing
        the flow of funds to shareholder, in
        the form of dividends and share
        buybacks
7.      Authorize the Board of Management,                            Mgmt       No Action         *
        pursuant to Article 98 Book 2 of the
        Netherlands Civil Code, as the
        competent body to acquire shares up to
        10% of the issued share capital of the
        Company on the stock exchange or
        otherwise at a price between an amount
        equal to the par value of the shares
        and an amount equal to 110% of the
        opening price quoted for shares of the
        Company at Euronext Amsterdam on the
        day of the acquisition or, in the
        absence of such price, the last
        previous price quoted there, with
        effect form 01 JUL 2004 and for a
        period of 18 months

- -------------------------------------------------------------------------------------------------------
SHELL TRANSPORT & TRADING CO PLC                                              Agenda: 700533866
     CUSIP: 822703104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: GB0008034141
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the accounts of the Company for
        the YE 31 DEC 2003
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 31 DEC 2003, accounts 2003 and
        the summarized in the summary annual
        report and the accounts 2003
3.      Elect Mr. Malcolm Brinded as a                                Mgmt       No Action         *
        Director
4.      Re-elect Dr. Eileen Buttle as a                               Mgmt       No Action         *
        Director
5.      Re-elect Mr. Luis Giusti as a                                 Mgmt       No Action         *
6.      Re-elect Miss. Mary (Nina) Henderson                          Mgmt       No Action         *
        as a Director



7.      Re-elect Mr. Lord Oxbourgh as a                               Mgmt       No Action         *
        Director
8.      Reappoint PricewaterhouseCoopers LLP                          Mgmt       No Action         *
        as the Auditors of the Company
9.      Authorize the Board to settle the                             Mgmt       No Action         *
        remuneration of the Auditors for 2004
S.10    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163 of up to
        483,000,000 ordinary shares of 25p
        each in the capital of the Company, at
        a minimum price of 25p per share and
        up to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of the conclusion of the next
        AGM 2005 of the Company or 31 JUL 2005
        ; the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly after such expiry

- -------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL                                                             Agenda: 700503041
     CUSIP: 92851S204                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: US92851S2041
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as



        Registered Intermediary, please
        contact ADP. Trades/Vote Instructions:
        Since France maintains a Verification
        Period, for vote instructions
        submitted that have a trade transacted
        (sell) for either the full security
        position or a partial amount after the
        vote instruction has been submitted to
        ADP and the Global Custodian advises
        ADP of the position change via the
        account position collection process,
        ADP has a process in effect which will
        advise the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a settlement
        date prior to Meeting Date + 1
1.      Receive the Board of Directors and                            Mgmt       No Action         *
        the General Auditor s report, and
        approve the accounts and the balance
        sheet for the FYE 2003
2.      Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
3.      Approve the Special Auditor s report,                         Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-38 of the Commercial
        Law
4.      Approve the appropriation of the                              Mgmt       No Action         *
        profits as follows: profits for the
        FY: EUR 4,839,852,581.33; legal
        reserve: EUR 241,992,629.07; balance
        carried forward: EUR
        4,597,859,952.26 in accordance with
        the provisions of the law
5.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jean-Rene Fourtou as a
        Director for 4 years



6.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Claude Bebear as a Director
        for 4 years
7.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Gerard Bremond as a Director
        for 4 years
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Bertrand Collomb as a Director
        for 4 years
9.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Paul Fribourg as a Director
        for 4 years
10.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Gerard Kleisterlee as a
        Director for 4 years
11.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Henri Lachmann as a Director
        for 4 years
12.     Appoint Mr. Karel Van Miert as a                              Mgmt       No Action         *
        Director for 4 years
13.     Appoint Mr. Pierre Rodocanachi as a                           Mgmt       No Action         *
        Director for 4 years
14.     Ratify the cooptation of Mr. Gabriel                          Mgmt       No Action         *
        Hawawini as a Director for 3 years
15.     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority of the
        CGM on 24 APR 2002, to proceed, in
        France or abroad, with the issue of
        bonds or assimilated securities for a
        maximum nominal amount of EUR
        7,000,000,000.00; Authority expires at
        the end of 18 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
16.     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority of the
        CGM on 29 APR 2003, to trade the
        Company s shares on the stock
        exchange, notably in view of adjusting
        their price as per the following
        conditions: maximum purchase price:
        EUR 40.00; minimum selling price: EUR
        20.00; maximum number of shares to be
        traded: 5 %; Authority expires at the
        end of 18 months; and authorize the
        Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
17.     Grants all powers to the bearer of a                          Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by Law





                                                                        
- -------------------------------------------------------------------------------------------------------
VOLVO AB                                                                      Agenda: 700472905
     CUSIP: 928856202                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: SE0000115420
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK
A.      Adopt the income statement and                                Mgmt       No Action         *
        balance sheet and the consolidated
        income statement and consolidated
        balance sheet
B.      Approve the disposition of the                                Mgmt       No Action         *
        Company s profit as follows: a
        dividend of SEK 8.00 per share shall
        be paid in cash; in addition
        27,060,958 shares in the subsidiary
        Ainax AB shall be distributed to the
        shareholders for record date 01 JUN
        2004 for the dividend and the Ainax
        shares; payment of the cash dividend
        is expected to occur through VPC AB
        (Swedish Securities Register Center)
        in mid June, 2004
C.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors and the President from
        liability
D.      Approve to determine the number of                            Mgmt       No Action         *
        Board Members be set at nine with no
        Deputy Members



E.      Approve the remuneration to the Board                         Mgmt       No Action         *
        of Directors at SEK 4,800,000 for
        distribution among Members in
        accordance with the decision of the
        Board
F.1     Re-elect Mr. Per-Olof Eriksson as a                           Mgmt       No Action         *
        Director
F.2     Re-elect Mr. Patrick Faure as a                               Mgmt       No Action         *
        Director
F.3     Re-elect Mr. Haruko Fukuda as a                               Mgmt       No Action         *
        Director
F.4     Re-elect Mr. Tom Hedelius as a                                Mgmt       No Action         *
F.5     Re-elect Mr. Leif Johansson as a                              Mgmt       No Action         *
        Director
F.6     Re-elect Mr. Finn Johnsson as a                               Mgmt       No Action         *
        Director
F.7     Re-elect Mr. Neelie Kroes as a                                Mgmt       No Action         *
F.8     Re-elect Ms. Louis Schweitzer as a                            Mgmt       No Action         *
        Director
F.9     Elect Mr. Ken Whipple as a Director                           Mgmt       No Action         *
G.      Authorize the Board Chairman to                               Mgmt       No Action         *
        appoint three Members from among the
        representatives of the Company s three
        principal owners, in terms of voting
        rights, and who are not Members of the
        Company s Board of Directors, plus one
        Member representing the minor
        shareholders in the Company, all of
        whom jointly with the Chairman shall
        constitute the Nomination Committee
        for the period up to the next AGM; the
        composition of the Committee shall be
        announced in advance of the election
        of the Members of the Board in 2005
        and in conjunction with the
        publication of the Company s report on
        operations for the third quarter of
        2004; and approve that no fees shall
        be paid to the Nomination Committee



H.      Authorize the Board of Directors to                           Mgmt       No Action         *
        decide on the purchase and transfer of
        own shares and acquire a maximum of
        10% of the total number of shares
        through trading on a stock exchange or
        another regulated market in which the
        Company s shares are listed; for the
        purpose of financing Company
        acquisitions, transfer of shares held
        by the Company may occur through an
        offering directed to all shareholders;
        payment for transferred shares shall
        be made in cash
I.      Approve that the Company s holding of                         Mgmt       No Action         *
        repurchased shares (treasury stock)
        may be used by the Company to fulfill
        its commitments undertaken in the
        Company s Employee Stock Option
        Program for 2002 Program; provided
        that a maximum of 1,240,000 Series B
        shares may be transferred;
        preferential rights to acquire the
        shares shall accrue to those persons
        option-holders who are entitled to
        acquire shares in accordance with the
        Program, with rights for each
        option-holder to acquire the maximum
        number of shares as specified in the
        terms and conditions of the program;
        the preferential rights of the
        option-holders to acquire shares must
        be exercised during the period that
        the option-holder has rights to
        acquire shares in accordance with the
        Program, that is, during the period 02
        MAY 2006 01 MAY 2008; option-holders
        shall pay for the shares in the manner
        and within the time stated in the
        terms and conditions for the Program;
        option- holders shall pay SEK 163 per
        share; transfer of shares may occur on
        one or more occasions; the number of
        shares and the price may be subject to
        adjustment in accordance with the
        terms and conditions for the Program
        as a result of a bonus issue,
        consolidation or split of shares,
        preferential issue, reduction of share
        capital and similar measures



J.      Approve the implementation of a new                           Mgmt       No Action         *
        share-based incentive program in the
        second quarter of 2004 the Program for
        Senior Executives in the Volvo Group,
        including Members of the Group
        Executive Committee and other
        Executives that the Board selects
        Participants; approve that a total
        maximum 110,000 Series B shares may be
        allotted to a maximum of 165 Senior
        Executives during the second quarter
        of 2005; the number of shares that may
        be allotted shall be related to the
        degree of fulfillment of certain
        financial goals for the 2004 financial
        year as determined by the Board;
        preferential rights to acquire shares
        will accrue to the Participants; the
        President Mr. Leif Johansson may
        receive a maximum of 4,000 shares
        while the other participants may
        receive a maximum of 500-2,000 shares;
        approve that Participants who are not
        residing in Sweden at the time of
        allotment shall, instead of shares,
        receive an amount in cash that
        corresponds to the market value of the
        shares at the time of allotment;
        Participants shall not make any
        payments for their rights in
        accordance with the Program; shares
        that shall be allotted under the
        Program shall be existing shares; the
        Company shall be able to fulfill its
        commitments to transfer shares under
        the Program either through a third
        party, who acquires and transfers the
        shares in its own name, or assuming
        that the meeting so decides, in
        accordance with Resolution K through
        transfer of treasury stock held by the
        Company; Participant s right to
        receive shares or cash shall, with
        certain exceptions, depend on the
        Participant being employed within the
        Volvo Group at the time of allotment;
        shares may be transferred on one or
        more occasions; the Board may
        determine additional terms and
        conditions for the Program;
        conditional upon the maximum number of
        shares (110,000) being allotted and
        that the Company transfers shares
        through a third party, the costs for
        the Program will amount to about SEK
        35 m, including social fees, based on
        on allotment price of SEK 243



K.      Approve that the Company may transfer                         Mgmt       No Action         *
        treasury stock held by the Company to
        the Participants Senior Executives in
        the Volvo Group, including Members of
        the Group Executive Committee and
        other Executives that the Board
        selects to fulfill the Company s
        undertaking in accordance with the
        Program new share-based incentive
        program and approve that a total of a
        maximum of 110,000 Series B shares can
        be transferred; preferential rights to
        acquire shares shall accrue to the
        Participants who are entitled to
        acquire shares in accordance with the
        terms and conditions of the Program;
        the Participants preferential right to
        acquire shares shall be exercised
        during the second quarter of 2005; the
        Participants shall not make any
        payment for the shares acquired under
        the Program; the transfer of shares
        may occur on one or more occasions
L.      Approve to change the Articles of                             Mgmt       No Action         *
        Association so that holders of Series
        A shares are permitted to convert
        Series A shares to Series B shares on
        a one-for-one basis



                                                                        
- -------------------------------------------------------------------------------------------------------
VOLVO AB                                                                      Agenda: 700472664
     CUSIP: 928856301                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: SE0000115446
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK
        YOU.
A.      Adopt the income statement and                                Mgmt       No Action         *
        balance sheet and the consolidated
        income statement and consolidated
        balance sheet



B.      Approve the disposition of the                                Mgmt       No Action         *
        Company s profit as follows: a
        dividend of SEK 8.00 per share shall
        be paid in cash; in addition
        27,060,958 shares in the subsidiary
        Ainax AB shall be distributed to the
        shareholders for record date 01 JUN
        2004 for the dividend and the Ainax
        shares; payment of the cash dividend
        is expected to occur through VPC AB
        (Swedish Securities Register Center)
        in mid June, 2004
C.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors and the President from
        liability
D.      Approve to determine the number of                            Mgmt       No Action         *
        Board Members be set at nine with no
        Deputy Members
E.      Approve the remuneration to the Board                         Mgmt       No Action         *
        of Directors at SEK 4,800,000 for
        distribution among Members in
        accordance with the decision of the
        Board
F.1     Re-elect Mr. Per-Olof Eriksson as a                           Mgmt       No Action         *
        Director
F.2     Re-elect Mr. Patrick Faure as a                               Mgmt       No Action         *
        Director
F.3     Re-elect Mr. Haruko Fukuda as a                               Mgmt       No Action         *
        Director
F.4     Re-elect Mr. Tom Hedelius as a                                Mgmt       No Action         *
F.5     Re-elect Mr. Leif Johansson as a                              Mgmt       No Action         *
        Director
F.6     Re-elect Mr. Finn Johnsson as a                               Mgmt       No Action         *
        Director
F.7     Re-elect Mr. Neelie Kroes as a                                Mgmt       No Action         *
F.8     Re-elect Ms. Louis Schweitzer as a                            Mgmt       No Action         *
        Director
F.9     Elect Mr. Ken Whipple as a Director                           Mgmt       No Action         *



G.      Authorize the Board Chairman to                               Mgmt       No Action         *
        appoint three Members from among the
        representatives of the Company s three
        principal owners, in terms of voting
        rights, and who are not Members of the
        Company s Board of Directors, plus one
        Member representing the minor
        shareholders in the Company, all of
        whom jointly with the Chairman shall
        constitute the Nomination Committee
        for the period up to the next AGM; the
        composition of the Committee shall be
        announced in advance of the election
        of the Members of the Board in 2005
        and in conjunction with the
        publication of the Company s report on
        operations for the third quarter of
        2004; and approve that no fees shall
        be paid to the Nomination Committee
H.      Authorize the Board of Directors to                           Mgmt       No Action         *
        decide on the purchase and transfer
        of own shares and acquire a maximum
        of 10% of the total number of shares
        through trading on a stock exchange
        or another regulated market in which
        the Company s shares are listed; for
        the purpose of financing Company
        acquisitions, transfer of shares held
        by the Company may occur through an
        offering directed to all
        shareholders; payment for transferred
        shares shall be made in cash
I.      Approve that the Company s holding of                         Mgmt       No Action         *
        repurchased shares (treasury stock)
        may be used by the Company to fulfill
        its commitments undertaken in the
        Company s Employee Stock Option
        Program for 2002 Program; provided
        that a maximum of 1,240,000 Series B
        shares may be transferred;
        preferential rights to acquire the
        shares shall accrue to those persons
        option-holders who are entitled to
        acquire shares in accordance with the
        Program, with rights for each
        option-holder to acquire the maximum
        number of shares as specified in the
        terms and conditions of the program;
        the preferential rights of the
        option-holders to acquire shares must
        be exercised during the period that
        the option-holder has rights to
        acquire shares in accordance with the
        Program, that is, during the period 02
        MAY 2006 01 MAY 2008;



        option-holders shall pay for the
        shares in the manner and within the
        time stated in the terms and
        conditions for the Program; option-
        holders shall pay SEK 163 per share;
        transfer of shares may occur on one or
        more occasions; the number of shares
        and the price may be subject to
        adjustment in accordance with the
        terms and conditions for the Program
        as a result of a bonus issue,
        consolidation or split of shares,
        preferential issue, reduction of share
        capital and similar measures
J.      Approve the implementation of a new                           Mgmt       No Action         *
        share-based incentive program in the
        second quarter of 2004 the Program for
        Senior Executives in the Volvo Group,
        including Members of the Group
        Executive Committee and other
        Executives that the Board selects
        Participants; approve that a total
        maximum 110,000 Series B shares may be
        allotted to a maximum of 165 Senior
        Executives during the second quarter
        of 2005; the number of shares that may
        be allotted shall be related to the
        degree of fulfillment of certain
        financial goals for the 2004 financial
        year as determined by the Board;
        preferential rights to acquire shares
        will accrue to the Participants; the
        President Mr. Leif Johansson may
        receive a maximum of 4,000 shares
        while the other participants may
        receive a maximum of 500 2,000 shares;
        approve that Participants who are not
        residing in Sweden at the time of
        allotment shall, instead of shares,
        receive an amount in cash that
        corresponds to the market value of the
        shares at the time of allotment;
        Participants shall not make any
        payments for their rights in
        accordance with the Program; shares
        that shall be allotted under the
        Program shall be existing shares; the
        Company shall be able to fulfill its
        commitments to transfer shares under
        the Program either through a third
        party, who acquires and transfers the
        shares in its own name, or assuming
        that the meeting so decides, in
        accordance with Resolution K through
        transfer of treasury stock held by the
        Company; Participant s right to



                                                                        
        receive shares or cash shall, with
        certain exceptions, depend on the
        Participant being employed within the
        Volvo Group at the time of allotment;
        shares may be transferred on one or
        more occasions; the Board may
        determine additional terms and
        conditions for the Program;
        conditional upon the maximum number of
        shares (110,000) being allotted and
        that the Company transfers shares
        through a third party, the costs for
        the Program will amount to about SEK
        35 m, including social fees, based on
        an allotment price of SEK 243
K.      Approve that the Company may transfer                         Mgmt       No Action         *
        treasury stock held by the Company to
        the Participants Senior Executives in
        the Volvo Group, including Members of
        the Group Executive Committee and
        other Executives that the Board
        selects to fulfill the Company s
        undertaking in accordance with the
        Program new share-based incentive
        program and approve that a total of a
        maximum of 110,000 Series B shares can
        be transferred; preferential rights to
        acquire shares shall accrue to the
        Participants who are entitled to
        acquire shares in accordance with the
        terms and conditions of the Program;
        the Participants preferential right to
        acquire shares shall be exercised
        during the second quarter of 2005; the
        Participants shall not make any
        payment for the shares acquired under
        the Program; the transfer of shares
L.      Approve to change the Articles of                             Mgmt       No Action         *
        Association so that holders of Series
        A shares are permitted to convert
        Series A shares to Series B shares on
        a one-for-one basis

- -------------------------------------------------------------------------------------------------------
WOODSIDE PETROLEUM LTD                                                        Agenda: 700468691
     CUSIP: 980228100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: AU000000WPL2
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        report of the Company and the reports
        of the Directors and the Auditor for
        the YE 31 DEC 2003
2.a     Re-elect Mr. Rory Edward Stanley                              Mgmt       No Action         *
        Argyle as a Director, in accordance
        with Rule 75(b) of the Company s
        Constitution



2.b     Re-elect Mr. Charles Barrington Goode                         Mgmt       No Action         *
        A.C. as a Director, in accordance
        with Rule 75(b) of the Company s
        Constitution
2.c     Re-elect Mr. Peter Maas Van Rossum as                         Mgmt       No Action         *
        a Director, in accordance with Rule
        75(c) of the Company s Constitution
3.      Approve that: a) the accrual of the                           Mgmt       No Action         *
        Non-Executive Directors retirement
        benefits will cease with effect from
        30 APR 2004; b) all the Non-Executive
        Directors other than those nominated
        by Shell will have their accrued
        entitlements to benefits Accrued
        Entitlements; c) all the Non-
        Executive Directors with accrued
        entitlements will be entitled to
        receive on retirement either payment
        of the accrued entitlement or a number
        of Woodside shares; and d) the maximum
        aggregate amount of remuneration to be
        paid to all the Non-Executive
        Directors in any FY is increased by
        AUD 0.65 million, from AUD 1.65
        million to AUD 2.3 million
4.      Approve that the Company enters into                          Mgmt       No Action         *
        the Directors Deeds with the current
        and the future Directors
S.5     Adopt the Company s Constitution in                           Mgmt       No Action         *
        substitution for both the existing
        Constitution and the replaceable
        rules set out in the Corporations Act





                                                                        
- -------------------------------------------------------------------------------------------------------
BANK AUSTRIA CREDITANSTALT AG                                                 Agenda: 700502621
     CUSIP: A07933129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: AT0000995006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report, report of                          Mgmt       No Action         *
        the Management Board and the
        Supervisory Board for the FY 2003
2.      Approve the resolution on the                                 Mgmt       No Action         *
        financial results for the FY 2003
3.      Approve the actions of the Board of                           Mgmt       No Action         *
        Directors and the Supervisory Board
        for the FY 2003
4.      Approve to purchase own shares to                             Mgmt       No Action         *
        trade according to Section 65 of the
        Companies Act
5.      Elect the Auditor for 2004                                    Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
BOEHLER-UDDEHOLM AG, WIEN                                                     Agenda: 700488984
     CUSIP: A1071G105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/3/2004            ISIN: AT0000903851
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report as at 31                            Mgmt       No Action         *
        DEC 2003, the report of the Managing
        Board and the Supervisory Board on
        the FY 2003
2.      Approve to allocate the net income of                         Mgmt       No Action         *
        the FY 2003
3.      Approve the actions of the Managing                           Mgmt       No Action         *
        Board and the Supervisory Board for
        the 2003 FY
4.      Approve the statuary allowance of the                         Mgmt       No Action         *
        Supervisory Board for 2003
5.      Elect the Auditors for 2004                                   Mgmt       No Action         *



                                                                        
- -------------------------------------------------------------------------------------------------------
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN                                   Agenda: 700491361
AG, WIEN
     CUSIP: A19494102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: AT0000652011
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Audited and approved                              Mgmt       No Action         *
        report of the Management and
        Supervisory Board for the FY 2003
10.     Amend the existing authorized capital                         Mgmt       No Action         *
        with regard to above points 8 and 9
11.     Approve the purchase of EB own shares                         Mgmt       No Action         *
        for SEC trading
12.     Approve the purchase of EB shares for                         Mgmt       No Action         *
        no designated purpose
13.A    Amend the Articles 4.1,4.2,4.4,4,4.3                          Mgmt       No Action         *
        of the Articles of Association
13.B    Amend the Article 2.2 of the Articles                         Mgmt       No Action         *
        of Association
2.      Approve the allocation of the                                 Mgmt       No Action         *
        distributed profit
3.      Grant discharge to the Management and                         Mgmt       No Action         *
        Supervisory Board with regard to the
        year 2003
4.      Approve the remuneration of the                               Mgmt       No Action         *
        Supervisory Board
5.      Appoint the Supervisory Board                                 Mgmt       No Action         *
6.      Appoint of an Additional Auditor for                          Mgmt       No Action         *
        the year 2005



7.      Approve to spin-off the branches                              Mgmt       No Action         *
        KITZB, KUFSTEIN, KORNEUBURG and KREMS
        into the wholly owned Subsidiary FINAG
        holding AG
8.      Approve to increase the capital from                          Mgmt       No Action         *
        EUR 435,628,641,82 to EUR
        479,550,464,00
9.      Approve of stock split with ratio 1:4                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
FLUGHAFEN WIEN AG, WIEN                                                       Agenda: 700481942
     CUSIP: A2048U102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: AT0000911805
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Acknowledge the annual report and                             Mgmt       No Action         *
        receive the reports of the Management
        Board and Supervisory Board on the FY
        2003
2.      Approve the allocation of the net                             Mgmt       No Action         *
        income of the FY 2003
3.      Approve the actions of the Board of                           Mgmt       No Action         *
        Directors and the Supervisory Board
        during the FY 2003
4.      Approve the statuary allowance of the                         Mgmt       No Action         *
        Supervisory Board for 2003
5.      Elect the Supervisory Board                                   Mgmt       No Action         *
6.      Elect the Auditors for 2004                                   Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MAYR-MELNHOF KARTON AG, WIEN                                                  Agenda: 700503471
     CUSIP: A42818103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: AT0000938204
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual statement of                               Mgmt       No Action         *
        accounts, report by the Board of
        Directors and the Supervisory Board
2.      Approve the appropriation of net                              Mgmt       No Action         *
        profits
3.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Board of Directors in 2003
4.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Supervisory Board in 2003
5.      Approve the remuneration of the                               Mgmt       No Action         *
        Supervisory Board
6.      Elect a balance sheet Auditor                                 Mgmt       No Action         *
7.      Authorize the extension to purchase                           Mgmt       No Action         *
        own shares by 18 months



- -------------------------------------------------------------------------------------------------------
OMV AG, WIEN                                                                  Agenda: 700507188
     CUSIP: A51460110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: AT0000743059
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report and approve                         Mgmt       No Action         *
        the reporting of the Supervisory Board
        for the 2003 business year
10.     Approve to raise initial capital up                           Mgmt       No Action         *
        to EUR 58,160.000 with new issued
11.     Approve the change of the Article in                          Mgmt       No Action         *
        the Clause 3
12.     Approve the insurance of the                                  Mgmt       No Action         *
        Supervisory Board
13.     Elect the Supervisory Board                                   Mgmt       No Action         *
2.      Approve the allocation of net income                          Mgmt       No Action         *
3.      Approve the actions of the Managing                           Mgmt       No Action         *
        Board and the Supervisory Board for
        the FY 2003
4.      Approve the statuary allowance of the                         Mgmt       No Action         *
        Supervisory Board
5.      Elect the Auditors for the statement                          Mgmt       No Action         *
        of accounts and the Group statement of
        accounts for 2004
6.      Approve the Stock Options Plan 2004                           Mgmt       No Action         *
        and grant authority to repurchase own
        shares
7.      Approve the restructuring of the OMV                          Mgmt       No Action         *
        AG into a Management Holding Company:
        a) to spin off its refining and
        marketing business; b) to spin off its
        exploration and production Austria
        business; c) to spin off its
        exploration production international
        business
8.      Approve to issue convertible bonds                            Mgmt       No Action         *
9.      Approve the claused raise of initial                          Mgmt       No Action         *
        capital up to EUR 21,810.00 with
        bearer stocks

- -------------------------------------------------------------------------------------------------------
RHI AG, WIEN                                                                  Agenda: 700514424
     CUSIP: A65231101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: AT0000676903
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the annual statement of                               Mgmt       No Action         *
        accounts with the report by the
        Supervisory Board
2.      Approve the appropriation of profits                          Mgmt       No Action         *
3.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Board of Directors and the
        Supervisory Board in 2003
4.      Approve the remuneration of the                               Mgmt       No Action         *
        Supervisory Board
5.      Elect the Supervisory Board                                   Mgmt       No Action         *
6.      Elect the balance sheet Auditor                               Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TELEKOM AUSTRIA AG, WIEN                                                      Agenda: 700514121
     CUSIP: A8502A102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/3/2004            ISIN: AT0000720008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual statement of the                           Mgmt       No Action         *
        accounts with the report by the
        Supervisory Board
10.     Authorize the Board of Directors to                           Mgmt       No Action         *
        purchase own shares within 18 months,
        and to decrease the share capital by
        up to EUR 109,050,000, and by
        collecting own shares to use the
        shares for stock option plan, to use
        the shares for convertible bonds, to
        use the shares for buying companies,
        and to distribute the own shares
        within 5 years
2.      Approve the appropriation of the net                          Mgmt       No Action         *
        profits
3.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Board of Directors and the
        Supervisory Board in 2003
4.      Approve the remuneration for the                              Mgmt       No Action         *
        Supervisory Board
5.      Elect a balance sheet Auditor                                 Mgmt       No Action         *
6.      Approve the alteration of statutes                            Mgmt       No Action         *
        Paragraph 5
7.      Approve the conditional capital                               Mgmt       No Action         *
        increase by issue of up to 50,000,000
        new shares for the creditors of
        convertible bonds and the alteration
        of statutes Paragraph 4/8



8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        issue convertible bonds which entitles
        to purchase 90,000,000
9.      Approve the report by the Board of                            Mgmt       No Action         *
        Directors about the buy-back and
        holding of own shares



                                                                        
- -------------------------------------------------------------------------------------------------------
VA TECHNOLOGIE AG, LINZ                                                       Agenda: 700489291
     CUSIP: A8868F109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: AT0000937453
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual statement of                               Mgmt       No Action         *
        accounts and the report of the
        Supervisory Board
10.     Authorize the Company to buy up to                            Mgmt       No Action         *
        780.000 own shares
2.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Board of Directors in 2003
3.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Supervisory Board in 2003
4.      Approve the remuneration of the                               Mgmt       No Action         *
        Supervisory Board
5.      Elect the Balance Sheet Auditor                               Mgmt       No Action         *
6.      Elect the Supervisory Board                                   Mgmt       No Action         *
7.      Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital by issue
        of new shares and authorize the
        Supervisory Board to change the
        Statutes changes in the statutes
8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital by using
        the authorized capital mentioned in
        Resolution 7 and authorize the
        Supervisory Board to change the
        Statutes changes in the statutes
9.      Amend Paragraph 19 in the Statutes                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
VOESTALPINE AG                                                                Agenda: 700357785
     CUSIP: A9101Y103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/1/2003            ISIN: AT0000937503
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual statement of                               Mgmt       No Action         *
        accounts with the report by the
        Supervisory Board



2.      Approve the appropriation of profits                          Mgmt       No Action         *
3.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Board of Directors in 2002/2003
4.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Supervisory Board in 2002/2003
5.      Approve the remuneration for the                              Mgmt       No Action         *
        Supervisory Board
6.      Elect a Balance Sheet Auditor                                 Mgmt       No Action         *
7.      Grant authority to buy back up to 10%                         Mgmt       No Action         *
        of own shares for s stock option

- -------------------------------------------------------------------------------------------------------
WIENERBERGER AG                                                               Agenda: 700500083
     CUSIP: A95384110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: AT0000831706
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Annual report, Management                         Mgmt       No Action         *
        and Supervisory reports for the year
        2003
2.      Approve the allocation of the net                             Mgmt       No Action         *
        income for the year 2003
3.      Approve the actions of the Board of                           Mgmt       No Action         *
        Directors and the Supervisory Board
        for the year 2003
4.      Elect the Auditors for the FY 2004                            Mgmt       No Action         *
5.      Elect the Supervisory Board                                   Mgmt       No Action         *
6.      Approve the resolution on the                                 Mgmt       No Action         *
        exclusion of a reduction according to
        Paragraph 26 and an amendment of an
        Article VII Paragraph 28-equality of
        all shareholders in case of a
        mandatory offer
7.      Authorize the Board to purchase own                           Mgmt       No Action         *
        shares and prolongation of the
        resolution of 15 MAY 2003
8.      Authorize the Board to issue young                            Mgmt       No Action         *
        shares to enable to admit the stock
        options to the Management
9.      Authorize the Board to raise capital                          Mgmt       No Action         *
        stock up to 31,639,486 Euro within 5
        years



- -------------------------------------------------------------------------------------------------------
KELDA GROUP PLC                                                               Agenda: 700392107
     CUSIP: ADPV01594                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/31/2003           ISIN: GB0009877944
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THE REVISED NUMBERING OF                          Non-       No Action         *
        THE AGENDA AND THE CUT-OFF DATE.                             Voting
        THANK YOU.
1.      Receive the Directors report and the                          Mgmt       No Action         *
        Company s annual accounts for the FYE
        31 MAR 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 MAR 2003
3.      Declare a final dividend for the YE                           Mgmt       No Action         *
        31 MAR 2003
4.      Re-elect Mr. D.F. Roberts as a                                Mgmt       No Action         *
        Directors of the Company
5.      Re-elect Mr. R.K. Schmidt as a                                Mgmt       No Action         *
        Director of the Company
6.      Elect Mr. G. Towers as a Director of                          Mgmt       No Action         *
        the Company
7.      Re-appoint Ernst and Young LLP, as                            Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Directors to determine
        their remuneration
O.9     Approve the Rules of the Kelda Group                          Mgmt       No Action         *
        Long Term Incentive Plan 2003 LTIP;
        and authorize the Directors to do all
        such acts and things as they consider
        necessary or expedient for the purpose
        of implementing and giving effect to
        this resolution and to establish such
        schedules to the LTIP and/or any such
        other plans based on the LTIP as they
        consider necessary, but modified to
        take account of local tax, exchange
        control or securities laws outside UK,
        provided that any shares made
        available under such schedules or
        plans must be treated as counting
        against relevant individual or over



S.8     Authorize the Company to make market                          Mgmt       No Action         *
        purchase Section 163(3) of the
        Companies Act 1985, of up to
        39,298,331 ordinary shares of 15 5/9p
        each in the capital of the Company, at
        a minimum price of 15 5/9p and up to
        5% above the average of the middle
        market quotations for such shares
        taken from the London Stock Exchange
        Daily Official List for the 5
        business; Authority expires earlier of
        at the conclusion at the next AGM of
        the Company or 30 OCT 2004; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry
10.     Elect Mr. C.C. Fisher                                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
AGFA-GEVAERT NV, MORTSEL                                                      Agenda: 700477272
     CUSIP: B0302M104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: BE0003755692
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the Annual Report of the                              Non-       No Action         *
        Board of Directors and report of the                         Voting
        Statutory Auditor
2.      Approve the financial statements of                           Mgmt       No Action         *
        the FYE on 31 DEC 2003, as prepared
        by the Board of Directors
3.      Approve to allocate the profit of the                         Mgmt       No Action         *
        past financial year as follows: -
        compensation of capital: 94.5 Mio
        Euro, or 75 cents gross per share
        (coupon no. 5), payable as of 28 APR
        2004; - transfers of 3,426,274.84 Euro
        to other reserves and 139,826,162.59
        Euro to profits to be
4.      Receive the Consolidated accounts of                          Non-       No Action         *
        the FYE on 31 DEC 2003 and                                   Voting
        consolidated reports of the Board of
        Directors and the Statutory Auditor



5.      Discharge the Directors and the                               Mgmt       No Action         *
        Statutory Auditor from all liability
        deriving from the performance of
        their mandates during the past FY
6.      Re-appoint KPMG, Spoorweglaan 3, 2610                         Mgmt       No Action         *
        Antwerp, represented by Messrs T.
        Erauw and E. Helsen, as statutory
        auditor of the company for another 3
        year period, to terminate immediately
        after the annual meeting that will
        consider the approval of the FYE on 31
        DEC 2006 also fix the remuneration of
        the statutory Auditor, for the entire
        period of the appointment, at 358,300
        EURO
7.      Appoint Mr. Bamelis, Mr. Buttrick,                            Mgmt       No Action         *
        Mr. Cornu, Mr. Haymon, Mr.
        Oosterlinck, Mr. Van Miert and Mr. Von
        Kyaw, as independent Directors taking
        into consideration the transitional
        provision as described in Article 53
        of the Corporate Governance Law, meet
        all criteria of independence as laid
        down in Article 524 4 of the Code of
        Companies and in article 15 last of
        the Articles of
8.      Approve the change-in-control clause,                         Mgmt       No Action         *
        as described in Article 23.10 of the
        multicurrency loan agreement, signed
        in NOV 2003 between Agfa-Gevaert N.V.
        and Aginter N.V. on the one hand and
        Fortis Bank N.V. and KBC Bank N.V. on
        the other
9.      Miscellaneous                                                 Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
AGFA-GEVAERT NV, MORTSEL                                                      Agenda: 700511644
     CUSIP: B0302M104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: BE0003755692
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK



1.      Receive the special report of the                             Non-       No Action         *
        Board of Directors as set forth in                           Voting
        article 604, 2 of the Company Code
        regarding the authorization to the
        Board of Directors to raise the share
        capital
2.      Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital by notarial
        deed in one or more times by an amount
        equivalent to EUR 35,000,000;
        Authorization expires after 5 years
        following publication in the
        appendices to the Belgian State
        Gazette (Staatsblad) of the amendment
        to the articles of association decided
        by the OGM of 25 MAY 2004; approve to
        renew the power according to the
        prevailing legal
3.      Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the capital of the Company by
        application of the authorized capital
        within a period of three years from
        the general meeting of 25 May 2004 in
        the event of receipt by the Company of
        a notification by the Banking and
        Finance Commission of a public
        take-over bid on the assets of the
        Company provided: a) the shares issued
        on the basis of the capital increase
        have been fully paid up from their
        issue; b) the issue price of such
        shares is not less than the price of
        the bid; c) the number of shares
        issued on the basis of the capital
        increase does not exceed 10% of the
        shares issued before the capital
        increase
4.      Approve to cancel 11,200,000 shares                           Mgmt       No Action         *
        of the treasury stock currently held
        by the Company in accordance with
        article 14 of the articles of
        association; authorize the Board of
        Directors to further execute this
        decision by satisfying itself that
        the shares have effectively been
        cancelled and amend the article 6 of
        the Articles of Association



5.      Authorize the Board of Directors in                           Mgmt       No Action         *
        accordance with the conditions set by
        the law and taking into account the
        shares which the Company might have
        acquired earlier and which it holds in
        portfolio or those acquired by a
        daughter Company in the meaning of
        Article 627 of the Companies code as
        well as those acquired by a person who
        acts in his own name but for the
        account of the Company or for the
        account of any such daughter Company
        with liquid assets for a period of 18
        months from 25 May 2004 to purchase on
        the stock exchange a maximum of 10% of
        the shares of the Company at a price
        per share that is equal to the average
        price of the share over the 30
        calendar days preceding the date of
        the purchase less 20% minimum payment
        or 10% maximum payment; authorize the
        Board of Directors in accordance with
        the conditions set by the law for a
        period of 10 years from 25 May 2004 to
        sell a maximum of 10% of the shares of
        the Company; authorize the Board of
        Directors to acquire or transfer
        through the stock exchange shares of
        the Company through purchase, sale or
        exchange within the intervention
        limits regarding price and quantity
        with regard to purchase and sale of
        own shares;
6.      Grant power to two members of the                             Mgmt       No Action         *
        Board of Directors with the right of
        substitution for the co-ordination of
        the Articles of Association as well
        as the formalities required for the
        Crossroads Bank for Enterprises
        (Kruispunt Bank) and VAT





                                                                        
- -------------------------------------------------------------------------------------------------------
NV BEKAERT SA, ZWEVEGEM                                                       Agenda: 700499038
     CUSIP: B09800135                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: BE0003780948
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the annual report of the                              Mgmt       No Action         *
        Board of Directors on the fiscal 2003
10.     Miscellaneous                                                 Other      No Action         *
2.      Approve the report of the Statutory                           Mgmt       No Action         *
        Auditor on the fiscal 2003
3.      Approve the annual accounts for the                           Mgmt       No Action         *
        fiscal 2003 and the appropriation of
        the results
4.      Grant discharge to the Directors and                          Mgmt       No Action         *
        the Statutory Auditor
5.      Approve to determine the number of                            Mgmt       No Action         *
        Directors
6.      Re-appoint the Directors                                      Mgmt       No Action         *
7.      Re-appoint the Statutory Auditor                              Mgmt       No Action         *
8.      Approve the remuneration of the                               Mgmt       No Action         *
        Director and Statutory Auditor
9.      Approve the communication of                                  Mgmt       No Action         *
        consolidated annual accounts

- -------------------------------------------------------------------------------------------------------
NV BEKAERT SA, ZWEVEGEM                                                       Agenda: 700480659
     CUSIP: B09800135                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/14/2004           ISIN: BE0003780948
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the special report of the                             Mgmt       No Action         *
        Board of Directors
2.      Authorize the Board of Directors to                           Mgmt       No Action         *
        purchase shares of the Company



3.      Approve to the Advisory Committee of                          Mgmt       No Action         *
        the Board of Directors to insert a
        new Articles of Association
4.      Approve extension of the provisions                           Mgmt       No Action         *
        relating to the authorized capital
5.      Amend the Article of Association                              Mgmt       No Action         *
6.      Approve to replace the existing                               Mgmt       No Action         *
        interim provisions at the end of the
        Article of Association

- -------------------------------------------------------------------------------------------------------
ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION                                 Agenda: 700489152
 - GROUPE DELHAIZE SA, BRUXELLES
     CUSIP: B33432129                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: BE0003562700
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the confirmation of the                               Mgmt       No Action         *
        Administratuer mandate of Dr. William
        L. Roper
2.      Authorize the Directors to acquire or                         Mgmt       No Action         *
        take in pawn or to sell a maximum of
        10% of issued shares at a minimum
        price of EUR 1 for a period of 18
        months
3.      Grant all executive power to the                              Mgmt       No Action         *
        Board of Directors

- -------------------------------------------------------------------------------------------------------
ETABLISSEMENTS DELHAIZE FRERES ET CIE LE LION                                 Agenda: 700518268
 - GROUPE DELHAIZE SA, BRUXELLES
     CUSIP: B33432129                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: BE0003562700
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the report of the Managing                            Non-       No Action         *
        Board on FY 2003                                             Voting
10.     Approve all resolutions giving the                            Mgmt       No Action         *
        right to holders of options on shares
        and convertible bonds to exercise them
        before maturation in case of take over
        on the Company
2.      Receive the report of the Auditors                            Non-       No Action         *
                                                                     Voting
3.      Receive the consolidated accounts and                         Non-       No Action         *
        the report of the Board of Directors                         Voting
        inclusive of report for the group
4.      Approve the year 2003 annual report,                          Mgmt       No Action         *
        the accounts and the consolidated
        accounts of the Company
5.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors for the completion of its
        assignment for the current year
6.      Approve the yearly remuneration for                           Mgmt       No Action         *
        the Members of the Supervisory Board
        as: Members: EUR 70.000 per year;
        Vice Chairman: EUR 70.000 plus 10.000
        per year; Chairman: EUR 140.000
7.      Grant discharge to the Auditor                                Mgmt       No Action         *
8.1     Approve the renewal the term of the                           Mgmt       No Action         *
        office of the Baron Gui De Vaucleroy
        as a Administrator for a period of 1
        year
8.2     Approve the renewal the term of the                           Mgmt       No Action         *
        office of the Count Goblet d Alviella
        as a Administrator for a period of 3
        years
8.3     Approve the renewal of the term of                            Mgmt       No Action         *
        the office of Mr. Robert J. Murray as
        a Administrator for a period of 3
8.4     Appoint Dr. William L. Roper as a                             Mgmt       No Action         *
        Administrator for a period of 3 years
8.5     Appoint Mr. Edward Neville as a                               Mgmt       No Action         *
        Administrator for a period of 3 years
9.1     Appoint Baron de Cooman d Herlinckove                         Mgmt       No Action         *
        as a Administrator



9.10    Appoint Mr. Edward Neville Isdell as                          Mgmt       No Action         *
        a Administrator
9.11    Appoint Dr. William L. Roper as a                             Mgmt       No Action         *
        Administrator
9.2     Appoint Count de Pret Roose de                                Mgmt       No Action         *
        Calesberg as a Administrator
9.3     Appoint Baron Georges Jacobs as a                             Mgmt       No Action         *
        Administrator
9.4     Appoint Mr. Didier Smits as a                                 Mgmt       No Action         *
        Administrator
9.5     Appoint Mr. Philippe Stroobant as a                           Mgmt       No Action         *
        Administrator
9.6     Appoint Mr. Frans Vreys as a                                  Mgmt       No Action         *
        Administrator
9.7     Appoint Baron Gui De Vauceleroy as a                          Mgmt       No Action         *
        Administrator
9.8     Appoint Count Goblet d Alviella as a                          Mgmt       No Action         *
        Administrator
9.9     Appoint Mr. Robert J. Murray as a                             Mgmt       No Action         *
        Administrator

- -------------------------------------------------------------------------------------------------------
DEXIA SA, BRUXELLES                                                           Agenda: 700502188
     CUSIP: B3357R218                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: BE0003796134
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Authorize the acquisition of own                              Mgmt       No Action         *
2.      Approve to renew for a period of                              Mgmt       No Action         *
        three years and authorize to buy and
        sell in order to prevent the Company
        from suffering serious and imminent
3.      Approve to cancel 39,281 million                              Mgmt       No Action         *
        shares without capital decrease
4.      Authorize the Board of Directors to                           Mgmt       No Action         *
        buy and sell Company shares on
        certain terms and conditions and to
        increase the capital



5.      Approve to issue 2 million warrants                           Mgmt       No Action         *
        in favor of personnel and increase of
        the capital
6.      Approve to confer powers on the Board                         Mgmt       No Action         *
        of Directors

- -------------------------------------------------------------------------------------------------------
ELECTRABEL SA, BRUXELLES                                                      Agenda: 700338432
     CUSIP: B3458H101                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 7/4/2003            ISIN: BE0003637486
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE EGM HELD ON 20                           Non-       No Action         *
        JUN 2003 HAS BEEN POSTPONED DUE TO                           Voting
        LACK OF QUORUM AND THAT THE SECOND
        CONVOCATION WILL BE HELD ON 4 JUL
        2003 AT 10:30. PLEASE ALSO NOTE THE
        NEW CUTOFF DATE. IF YOU HAVE ALREADY
        SENT YOUR VOTES, PLEASE DO NOT RETURN
        THIS PROXY FORM UNLESS YOU DECIDE TO
        AMEND YOUR ORIGINAL INSTRUCTIONS.
1.      Approve the project to split the                              Mgmt       No Action         *
        Company CPTE between the Company and
        SPE
2.      Approve the report from the Board of                          Mgmt       No Action         *
        Directors
3.      Approve the Auditor report from KPMG                          Mgmt       No Action         *
4.      Approve the details of Resolution 1                           Mgmt       No Action         *
5.      Approve to increase share capital                             Mgmt       No Action         *
6.      Approve the details of the transfer                           Mgmt       No Action         *
        of capital following the split
7.      Amend article 5 to include the change                         Mgmt       No Action         *
        of the share capital

- -------------------------------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES                                                       Agenda: 700508938
     CUSIP: B4399L102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: BE0003801181
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
2.a     Approve the annual report, the annual                         Mgmt       No Action         *
        accounts and the profit
2.b     Approve the dividend policy and the                           Mgmt       No Action         *
        proposal to establish gross amount of
        the dividend



2.c     Grant discharge of the Board of                               Mgmt       No Action         *
        Management
3.      Approve the Corporate Governance                              Mgmt       No Action         *
4.a     Re-appoint the Members of the Board                           Mgmt       No Action         *
        of Management
4.b     Appoint Members of the Board of                               Mgmt       No Action         *
        Management
5.      Authorize the Board of Management to                          Mgmt       No Action         *
        acquire Fortis Units
6.      Amend the Articles of Association                             Mgmt       No Action         *
7.      Closure                                                       Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
GROUPE BRUXELLES LAMBERT SA, BRUXELLES                                        Agenda: 700483314
     CUSIP: B4746J115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: BE0003797140
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the Management report of the                          Non-       No Action         *
        Board of Directors and reports of the                        Voting
        Statutory Auditor on the FY 2003
2.      Approve the financial statements for                          Mgmt       No Action         *
        the YE 31 DEC 2003, including
        appropriation of profit
3.      Grant discharge to the Directors for                          Mgmt       No Action         *
        duties performed during the YE 31 DEC
        2003
4.      Grant discharge to the Statutory                              Mgmt       No Action         *
        Auditor for duties performed during
        the YE 31 DEC 2003
5.      Approve the Statutory appointments                            Mgmt       No Action         *
6.      Miscellaneous                                                 Non-       No Action         *
                                                                     Voting





                                                                        
- -------------------------------------------------------------------------------------------------------
INTERBREW SA, BRUXELLES                                                       Agenda: 700487413
     CUSIP: B5096U121                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: BE0003793107
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
I.      Approve to renew for a term of 18                             Mgmt       No Action         *
        months and to authorize the Board of
        Directors to purchase the Company s
        own shares for a price which will
        comply with the legal provisions, at
        a price not below the 20% of the
        closing price and not more than 20%
        above the highest closing price in
        the 20 days preceding the transaction
II.     Authorize the Secretary General of                            Mgmt       No Action         *
        the Company, with a power of sub
        delegation, the authority to co-
        ordinate the text of the By-laws
III.1   Receive the Board of Directors report                         Non-       No Action         *
        on the issuance of 5,000,000                                 Voting
        subscription rights
III.2   Receive the Board of Directors report                         Non-       No Action         *
        on the cancellation of the pre-                              Voting
        emption rights
III.3   Approve to cancel the pre-emptive                             Mgmt       No Action         *
        right with regard to the issuance of
        subscription rights in favor of
        certain senior management employees
        of the Company and of its
        subsidiaries, to be determined by the
        Human Resources & Nominating
        Committee, and accessorily, in favor
        of all current Directors of the
III.4   Approve to issue 5,000,000                                    Mgmt       No Action         *
        subscription rights at a price equal
        to the average price of the Interbrew
        SA share over the 30 days before the
        offering of the rights by the EGM and
        to determine issuance and exercise
        conditions in accordance with the
        issuance and exercise conditions set
        forth in the special report of the
        Board of Directors



III.5   Approve to increase the capital of                            Mgmt       No Action         *
        the Company, under the condition and
        to the extent of the exercise of the
        subscription rights, for a maximum
        amount equal to the number of
        subscription rights issued multiplied
        by the exercise price of the
        subscription rights and allocation of
        the share premium to an account not
        available for distribution
IV.1    Authorize the Human Resources &                               Mgmt       No Action         *
        Nominating Committee the power to
        determine the identity of the
        recipients and the number of
        subscription rights which they are
        offered
IV.2    Authorize 2 Directors acting jointly                          Mgmt       No Action         *
        to have establish a deed the exercise
        of the subscription rights and the
        corresponding increase of the capital
        and of the number of new shares
        issued, the alteration of the By-laws
        as a consequence thereof, the share
        premiums and the allocation of these
        premiums to an account not available
        for distribution, as well as to Co-
        ordinate the text of the By-laws and
        to deposit them at the clerk s office

- -------------------------------------------------------------------------------------------------------
SOLVAY SA, BRUXELLES                                                          Agenda: 700513597
     CUSIP: B82095116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/3/2004            ISIN: BE0003470755
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the Management reports and                            Mgmt       No Action         *
        the External Auditor s report
2.      Approve the annual accounts, the                              Mgmt       No Action         *
        allocation of profits and dividend
        distribution
3.      Grant discharge to the Directors and                          Mgmt       No Action         *
        the External Auditor



4.      Appoint four Directors and approve                            Mgmt       No Action         *
        the confirmation of the appointment
        of Mr. Jean Van Zeebroeck as an
        Independent Directors
5.      Approve the nomination of the                                 Mgmt       No Action         *
        External Auditor and the setting of
        the annual remuneration of the
        External Auditor and appoint a
        substitute External Auditor
6.      Any other business                                            Other      No Action         *

- -------------------------------------------------------------------------------------------------------
UCB SA, BRUXELLES                                                             Agenda: 700520364
     CUSIP: B93562120                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/8/2004            ISIN: BE0003739530
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the Management report of the                          Non-       No Action         *
        Board of Directors                                           Voting
2.      Receive the report of the College of                          Non-       No Action         *
        Commissaires                                                 Voting
3.      Approve the consolidated accounts of                          Mgmt       No Action         *
        the UCB Group and approve the annual
        accounts of UCB S.A. as at the 31 DEC
        2003 and the distribution of profits
        shown therein
4.      Grant discharge to the Directors                              Mgmt       No Action         *
5.      Grant discharge to the Commissaires                           Mgmt       No Action         *
6.1     Re-appoint Mr. Mark Eyskens as an                             Mgmt       No Action         *
        Independent Director for a period of
        1 year, who retires by rotation
6.2     Re-appoint Mr. H.R.H. Prince Lorenz                           Mgmt       No Action         *
        Eyskens as an Independent Director
        for the statutory period, who retires
        by rotation
6.3     Appoint Mr. Frederic Roch Doliveux as                         Mgmt       No Action         *
        the new Director for the statutory
        period



6.4     Approve to renew the appointment of                           Mgmt       No Action         *
        Mr. Daniel Goossens as the
        Commissaire for the statutory period
6.5     Approve the fees of the College at                            Mgmt       No Action         *
        EUR 129,000 for the UCB Group, of
        which EUR 60,000 for UCB S.A.

- -------------------------------------------------------------------------------------------------------
UMICORE SA, BRUXELLES                                                         Agenda: 700473731
     CUSIP: B95505119                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/14/2004           ISIN: BE0003626372
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the reports of the Board of                           Non-       No Action         *
        Directors, in accordance with the                            Voting
        provisions of Articles L225-177 to
        L225-186 of the French Commercial
        Code Article 163bis I o the CGI,
        with respect to the options of
        Umicore stock granted in 2003 to the
        staff of Umicore s French
        subsidiaries,
2.      Approve the Director s report on the                          Non-       No Action         *
        FY 2003                                                      Voting
3.      Approve the Auditor s report on the                           Non-       No Action         *
        FY 2003                                                      Voting
4.1     Approve the annual accounts as at 31                          Mgmt       No Action         *
        DEC 2003 showing a loss for the FY in
        the amount of EUR 105,516,010.43
4.2     Acknowledge the profit of EUR                                 Mgmt       No Action         *
        217,759,921.60 brought forward from
        the previous FY and the amount
        deducted from the unavailable reserve
        for own shares following the 2003
        sales for an amount of EUR
        47,478,666.55 and that the profit to
        be appropriated stands at EUR
        159,722,577.72 and approve the
        appropriation of the profit by: a)
        paying a gross dividend per shares of
        EUR 1.60 and at a total amount
        determined by the authorized persons
        designated by the Board of Directors,
        taking into account the number of
        own shares held by Umicore on this
        date



5.1     Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors in respect of
        their mandates in 2003
5.2     Grant discharge to the Auditor in                             Mgmt       No Action         *
        respect to his auditing assignments
        in 2003
6..1    Approve, considering that Mr. Jean-                           Mgmt       No Action         *
        Pierre Standaert tendered his
        resignation as a Director as at 31
        DEC 2003, that his mandate be left
6.2     Elect the new Director                                        Mgmt       No Action         *
6.3     Approve the Board s remuneration for                          Mgmt       No Action         *
        the FY 2004 at EUR 330,000
7.      Authorize the Company of the Company s                        Mgmt       No Action         *
        subsidiaries to acquire on the
        stock market, until the 2005 ordinary
        general meeting, a number of Company s
        own shares corresponding to a
        maximum of 10% of the subscribed
        capital, at a unit price comprised
        between a minimum equal to the lowest
        20 trading sessions preceding the
        date of acquisition less 10% and a
        maximum price per share of EUR 90.00
8.      Miscellaneous                                                 Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
ADIDAS-SALOMON AG, HERZOGENAURACH                                             Agenda: 700476220
     CUSIP: D0066B102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: DE0005003404
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        577,202,907.64 as follows: payment of
        a dividend of EUR 1 per entitled
        share, EUR 500,000,000 shall be
        allocated to the revenue reserves, EUR
        31,749,157.64 shall be carried forward
        ex-dividend and payable date is 14 APR
        2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board



5.      Elect the Supervisory Board                                   Mgmt       No Action         *
6.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to increase the
        Share capital by up to EUR 11,600,000
        through the issue of new shares
        against cash payment within the next 5
        years; the new shares may be offered
        to shareholders by way of indirect
        subscription rights, which may be
        excluded for residual amounts and for
        the issue of shares at a price not
        materially below their
7.      Approve the revocation of the                                 Mgmt       No Action         *
        contingent capital of EUR 23,040,000
        due to the previous revocation of the
        related authorization to issue
        warrant or convertible bonds and the
        corresponding amendment to the
        Articles of Association
8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to issue bearer
        bonds of up to EUR 500,000,000, having
        a term of up to 30 years and
        conferring a conversion or option
        right for new shares of the Company,
        on or before 12 MAY 2009; the
        shareholders shall be granted
        subscription rights, except for
        residual amounts and insofar as
        subscription rights are granted to
        holders of previously issued option or
        conversion rights or are issued at a
        price not materially below their
        theoretical market value; the share
        capital shall be increased accordingly
        by up to EUR 9,100,000 through the
        issue of up to 3,554,687 new no-par
        shares, insofar as conversion or
        option rights are exercised; and
        approve the corresponding amendment to
        the
9.      Approve to extend the term of the                             Mgmt       No Action         *
        Companys stock options and the
        corresponding amendment to the
        Articles of Association
10.     Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to 10% of its share
        capital, at prices not deviating more
        than 15% from the market price of the
        shares on or before 12 NOV 2005;
        authorize the Company to sell the
        shares at a price not materially below
        their market price, to use the



        shares for acquisition purposes or for
        the satisfaction of option or
        convertible rights, to use the shares
        as partial remuneration for Members of
        the Board of Managing Directors and to
        retire the shares
11.     Appoint KPMG, Frankfurt, as the                               Mgmt       No Action         *
        Auditors for the FY 2004

- -------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN                                                          Agenda: 700478286
     CUSIP: D03080112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: DE0008404005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please be advised that ALLIANZ AG                             Non-       No Action         *
        shares are issued in registered form                         Voting
        and as such do not require share
        blocking in order to entitle you to
        vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        580,000,000 as follows: payment of a
        dividend of EUR 1.50 per no-par
        shares; EUR 29,390,439.50;shall be
        allocated to the revenue reserves;
        and ex-dividend and payable date: 06
        MAY 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, in revocation of the
        authorized capital 2003/I and 2003/II
        with the consent of the Supervisory
        Board to increase the share capital by
        up to EUR 650,000,000 through the
        issue of new regarding no-par shares
        against contributions in cash and/or
        kind, on or before 04 MAY
        2009;shareholders shall be granted
        subscription rights for a capital
        increase against cash payment; and
        except for residual amounts, against
        contributions in kind, and in order to
        grant such rights to holders of
        convertible or option rights and
        correspondingly amend the Articles of
        Association



6.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, in revocation of the
        authorized capital 2001/II with the
        consent of the Supervisory Board to
        increase the share capital by up to
        EUR 10,000,000 through the issue of
        new regarding no-par shares against
        contributions in cash, on or before
        04 MAY 2009; shareholders
        subscription rights may be excluded
        for the issue of the employee shares
        and for residual amounts
7.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors with the consent of the
        Supervisory Board, to issue the
        convertible and/or warrant bonds of up
        to EUR 10,000,000,000 and conferring
        convertible and/or option rights for
        the shares of the Company once or more
        than once on or before 04 MAY 2009;
        and the shareholders shall be granted
        subscription rights except for
        residual amounts, in order to grant
        such rights to the holders of
        previously issued bonds for the issue
        of bonds conferring convertible option
        rights for shares of the company of up
        to 10% the of share capital at a price
        not materially below their theoretical
        market value, and for the issue of the
        bonds against contributions in kind;
        the Company s share capital shall be
        increased accordingly up to EUR
        250,000,000 through the issue of up to
        97, 656,250 new regarding no-par
        shares insofar
8.      Authorize the Company to acquire and                          Mgmt       No Action         *
        sell own shares, for the purpose
        Securities Trading Financial
        Institutions at a price not deviating
        more than 10% from their market price,
        on or before 04 NOV 2005; the trading
        portfolio of shares to be acquired for
        such purpose shall not exceed 5% of
        the share capital at the end of any
        given day
9.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares for the purposes other than
        Securities Trading up to 10% of its
        share capital, through the Stock
        exchange at a price not differing
        more than 15% from the market price
        of the shares or by the way of a
        repurchase offer at a price not
        differing more than 20% from the



        market price, on or before 04 NOV
        2005; and authorize the Board of
        Managing Directors to dispose of the
        shares in a manner other than the
        stock exchange or an offer to the
        shareholders if the shares are sold
        at a price not materially below their
        market price, to use the shares for
        the acquisition purposes to float the
        shares on the foreign stock
        exchanges, to use the shares for the
        fulfillment of the convertible or
        option rights to offer the shares to
        the employees of the Company
10.     Approve the control and the profit                            Mgmt       No Action         *
        transfer agreement with Jota-
        Verroegensverwaltungsgesell-schaft
        mbH a wholly owned subsidiary of the
        Company, effective retroactively from
        01 JAN 2004 until 31 DEC 2008





                                                                        
- -------------------------------------------------------------------------------------------------------
ALTANA AG                                                                     Agenda: 700477816
     CUSIP: D03304108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: DE0007600801
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s annual and                              Mgmt       No Action         *
        consolidated earnings as well as the
        report of the Supervisory Board for
        the business year 2003
2.      Approve the appropriation of profits                          Mgmt       No Action         *
        and a possible dividend payment of
        EUR 0.83 per share
3.      Ratify the acts of the Managing Board                         Mgmt       No Action         *
        for 2003
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Elect Mr. Justus Mische as a                                  Mgmt       No Action         *
        Supervisory Board
6.      Approve the election of Auditors,                             Mgmt       No Action         *
        they suggest PWC Deutsche revision
        AG, Frankfurt AM Main
7.      Approve the resolution on the                                 Mgmt       No Action         *
        approved capital and change of
8.      Grant authority to purchase own                               Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
BASF AG, LUDWIGSHAFEN/RHEIN                                                   Agenda: 700471941
     CUSIP: D06216101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: DE0005151005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        779,300,744 as the payment of a
        dividend of EUR 1.40 per share and
        EUR 896,000 shall be carried forward
        as ex-dividend and payable on 30 APR
3.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
4.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
5.      Appoint Deloitte + Touche GmbH,                               Mgmt       No Action         *
        Frankfurt as the Auditors for the FY
        2004
6.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to 10% of its share
        capital, at a price not more than 25%
        from the market price of the shares,
        on or before 28 OCT 2005 and
        authorize the Board of Managing
        Directors to retire the shares and to
        use the shares for the Company s
        stock option plans or for acquisition
7.      Authorize the Company, using                                  Mgmt       No Action         *
        derivative financial instruments
        within the scope of Resolution 6, to
        put and call options for the
        repurchase of own shares at a price
        not more than their theoretical
        market value; the price paid for own
        shares correspond to the strike price
        agreed upon in the financial
8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors with the consent of the
        Supervisory Board, to increase the
        Company s share capital by excluding
        the shareholders subscription rights
        for the issue of up to 15,000,000
        employee shares, up to EUR
        500,000,000 10% of the share capital
        through the issue of new shares
        against payment in cash or kind, on or
        before 01 MAY 2009 at a price not
        materially below the market price of
        identical shares; and for the granting
        of such rights to bondholders or
        holders of stock options, for residual
        amounts
9.      Approve the control and profit                                Mgmt       No Action         *
        transfer agreement with the Company s



        wholly owned subsidiary BASF Plant
        Science Holding GmbH, with effect from
        01 JAN 2004 to 31 DEC 2008

- -------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN                                                          Agenda: 700472587
     CUSIP: D07112119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: DE0005752000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the group financial statements
        and the group annual report and
        approve the appropriation of the
        distributable profit of EUR
        365,170,960 as follows: Payment of a
        dividend of EUR 0.50 per no-par
        share, ex-dividend and payable date
2.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
3.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
4.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors with the consent of the
        Supervisory Board, to issue bearer
        bonds of up to EUR 4,000,000,000,
        having a term of up to 30 years and
        conferring convertible and/or option
        rights for new shares of the company,
        on or before 29 APR 2009, shareholders
        shall be granted subscription rights
        except for residual amounts, for the
        issue of bonds at a price not
        materially below their theoretical
        market value, and in order to grant
        such rights to holders of previously
        issued bonds and approve to increase
        the Companys share capital up to EUR
        186,880,000 through the issue of up to
        73,000,000 new bearer no-par shares,
        insofar as convertible and/or option
        rights are exercised; and amend the
        Article of
5.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to acquire shares of the
        company of up to 10% of the share
        capital, at a price not differing
        more than 10% from the market price
        of the shares, on or before 29 OCT
        2005 and authorize the Board of
        Managing Directors to dispose of the
        shares in a manner other than the
        stock exchange or a rights offering



        if the shares are sold at a price not
        materially below their market price,
        to use the shares for acquisition
        purposes or within the scope of the
        companys stock option plans, and to
6.      Approve the restructuring measures,                           Mgmt       No Action         *
        including the partial transfer of the
        Company s chemical and the polymer
        activities to Lanxess
7.      Approve the companys profit transfer                          Mgmt       No Action         *
        agreements with its wholly-owned
        subsidiaries Dritte BV GmbH, Vierte
        BV GmbH, GeWoGE Gesell-schaft fuer
        Wohnen und Gebaeudemanagement mbH,
        and Bayer Gesellschaft fuer
        Beteiligungen mbH, effective
        retroactively from 01 JAN 2004, until
8.      Amend the Articles of Association in                          Mgmt       No Action         *
        respect of each member of the
        Supervisory Board receiving an annual
        remuneration of EUR 40,000 plus EUR
        2,000 for every EUR 50,000,000 or part
        thereof by which the gross cash flow
        of the past FY exceeds EUR
        3,100,000,000
9.      Appoint PwC, Essen as the Auditors                            Mgmt       No Action         *
        for the FY 2004

- -------------------------------------------------------------------------------------------------------
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN                                 Agenda: 700472575
     CUSIP: D08064103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: DE0008022005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual statement of                               Mgmt       No Action         *
        accounts and the annual Group
        statement of accounts for 2003; and
        the management report for the Company
        and the Group report of the SB for
10.     Approve the Control Agreements and                            Mgmt       No Action         *
        the Profit Transfer Agreements
11.     Approve the Profit Transfer                                   Mgmt       No Action         *
12.     Elect the balance sheet Auditor for                           Mgmt       No Action         *
        2004
2.      Approve the activities undertaken by                          Mgmt       No Action         *
        the Board of Directors
3.      Approve the activities undertaken by                          Mgmt       No Action         *
        the SB in 2003
4.      Elect the SB                                                  Mgmt       No Action         *
5.      Approve to cancel the approved                                Mgmt       No Action         *
        capital on Paragraph 5/2 and approve
        a new capital



6.      Approve the cancellation of the                               Mgmt       No Action         *
        authorization of issue bonus shares
        and approve to issue new bonus shares
7.      Authorize to purchase own shares as                           Mgmt       No Action         *
        per Paragraph 71/1 no.7
8.      Authorize to purchase own shares as                           Mgmt       No Action         *
        per Paragraph 71/1 no.8
9.      Amend the Articles of Incorporation,                          Mgmt       No Action         *
        Paragraph 13/1, and paragraph 15 to

- -------------------------------------------------------------------------------------------------------
BEIERSDORF AG, HAMBURG                                                        Agenda: 700494204
     CUSIP: D08792109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/3/2004            ISIN: DE0005200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the 2003 FY
        with the report of the Supervisory
        Board the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        166,133,812.72 as follows: Payment of
        a dividend of EUR 1.60 per no-par
        share EUR 45,163,687.92 shall be
        allocated to the other revenue
        reserves, Ex-dividend and payable
        date: 04 JUN 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint BDO Deutsche Warentreuhand                            Mgmt       No Action         *
        AG, Hamburg as the Auditors for the
6.      Elect the Supervisory Board                                   Mgmt       No Action         *
7.      Approve that, each Supervisory Board                          Mgmt       No Action         *
        member shall receive a fixed annual
        remuneration of EUR 25,000 plus a
        variable remuneration of EUR 400 for
        each EUR 0.01 of the dividend paid
        per share in excess of EUR 0.40, and
        the Chairman shall receive two and
        half times, and the Deputy Chairmen
        one and half times, these amounts;
        and Amend the Articles of Association
8.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to 10% of its share
        capital at the prices not differing
        more than 20% from the market price
        of the shares, on or before 02 DEC
        2005; and authorize the Board of
        Managing Directors to dispose of the



        shares in a manner other than the
        stock exchange or a rights offering
        if the shares are sold at a price not
        materially below their market price,
        to use the shares for acquisition
        purposes

- -------------------------------------------------------------------------------------------------------
CELESIO AG                                                                    Agenda: 700474529
     CUSIP: D1497R104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: DE0005858005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the financial statements and                          Mgmt       No Action         *
        the annual report for FY 2003 with
        the report of the Supervisory Board,
        the Group financial statements and
        Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        80,102,960.03 as follows: payment of
        a dividend of EUR 0.90 per no-par
        share; EUR 3,557,930.03 shall be
        carried forward; and ex-dividend and
        payable date: 30 APR 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of Supervisory Board                          Mgmt       No Action         *
5.      Appoint Pwc Deutche Revision AG,                              Mgmt       No Action         *
        Stuttgart, as the Auditors for FY

- -------------------------------------------------------------------------------------------------------
COMMERZBANK AG, FRANKFURT                                                     Agenda: 700485887
     CUSIP: D15642107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: DE0008032004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS A REVISION                           Non-       No Action         *
        DUE TO THE REVISED WORDING IN                                Voting
        RESOLUTION NO.4.  PLEASE ALSO NOTE
        THE NEW CUTOFF DATE.  IF YOU HAVE
        ALREADY SENT IN YOUR VOTES, PLEASE DO
        NOT RETURN THIS PROXY FORM UNLESS
        YOU DECIDE TO AMEND YOUR ORIGINAL
        INSTRUCTIONS.  THANK YOU.
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
3.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board



4.      Appoint PricewaterhouseCoopers                                Mgmt       No Action         *
        Deutsche Revision AG as the Auditors
        for the FY 2003
5.      Authorize the Company, in                                     Mgmt       No Action         *
        substitution of the authority given
        on 30 MAY 2003, to acquire and sell
        own shares, at prices not deviating
        more than 10% from their average
        market price; the trading portfolio
        of shares acquired for this purpose
        shall not exceed 5% of the share
        capital at the end of any given day;
        Authority expires on 31 OCT 31 2005
6.      Authorize the Company, in                                     Mgmt       No Action         *
        substitution of the authority given on
        30 MAY 2003, to acquire own shares of
        up to 10 % of its share capital, at
        prices not deviating more than 10%
        from their average market price; the
        shares may be disposed of in a manner
        other than the stock exchange or a
        rights offering if they are sold at a
        price not materially below their
        market price, or if they are used for
        acquisition purposes or as employee
        shares; and authorize the Board of
        Managing Directors to retire the
        shares; Authority expires on 31 OCT
        2005
7.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to increase the
        share capital by up to EUR 225,000,000
        through the issue of new no-par shares
        against cash payment, on or before 30
        APR 2009; and the shareholders shall
        be granted subscription rights, except
        insofar as such rights are granted to
        holders of convertible or option
        rights and for residual amounts and
        approve the corresponding amendment
8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to increase the
        share capital by up to EUR
        225,000,000 through the issue of new
        no-par shares against payment in cash
        or kind, on or before 30 APR 2009;
        and the shareholders shall be granted
        subscription rights, except insofar
        as such rights are granted to holders
        of convertible or option rights, for
        residual amounts, and for the issue



        of shares for acquisition purposes
        and approve the corresponding
        amendment
9.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to increase the
        share capital by up to EUR 150,000,000
        through the issue of new no-par shares
        against cash payment, on or before 30
        APR 2009; the shareholders
        subscription rights may be excluded if
        the shares are issued at a price not
        materially below the market price of
        the listed shares
10.     Approve the profit transfer                                   Mgmt       No Action         *
        agreements with the Company s
        subsidiaries Commerz Asset Management
        Holding GmbH, Commerzbank
        Auslandsbanken Holding AG and
        Commerzbank Inlandsbanken Holding AG,
        effective retroactively from 01 JAN

- -------------------------------------------------------------------------------------------------------
CONTINENTAL AG, HANNOVER                                                      Agenda: 700489265
     CUSIP: D16212140                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: DE0005439004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        statements and the annual report for
        the FY 2003, along with the report of
        the Supervisory Board, the Group
        financial statements and the Group
        annual report
2.      Approve the distribution of profit of                         Mgmt       No Action         *
        EUR 70,982,983.26 as follows: payment
        of a dividend of EUR 0.52 per entitled
        share EUR 563,357.62 shall be carried
        forward ex-dividend; payable date 17
        MAY 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint KPMG, Hanover, as the                                 Mgmt       No Action         *
        Auditors for the FY 2004



6.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to EUR 34,668,121.60, at
        prices not deviating more than 20%
        from their market price, on or before
        13 NOV 2005; and authorize the Board
        of Managing Directors to dispose the
        shares in a manner other than the
        stock exchange or a rights offering,
        especially to sell the shares at a
        price not materially below their
        market price, to use the shares for
        acquisition purposes or within the
        scope of the 1999 Stock Option Plan,
        to float the shares on foreign stock
        exchanges, and to retire the shares
7.      Elect the Supervisory Board                                   Mgmt       No Action         *
8.      Authorize the Company to grant stock                          Mgmt       No Action         *
        options for up to 3,936,000 shares of
        the Company to the Executives and the
        top Managers, on or before 13 MAY 2009
        2004 Stock Option Plan; approve to
        increase the share capital by up to
        EUR 3,800,000, insofar as stock
        options are exercised; and authorize
        the Company to use the previously
        created contingent capital, as well as
        acquired own shares, for the
        fulfillment of the stock options; and
        amend the corresponding Articles of
        Association





                                                                        
- -------------------------------------------------------------------------------------------------------
DAIMLERCHRYSLER AG, STUTTGART                                                 Agenda: 700457624
     CUSIP: D1668R123                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/7/2004            ISIN: DE0007100000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE DISREGARD THE PREVIOUSLY SENT                          Non-       No Action         *
        NOTE ON POWER OF ATTORNEY                                    Voting
        REQUIREMENTS. THANK YOU NS IN THIS
        MARKET. ABSENCE OF A POA, MAY CAUSE
        YOUR INSTRUCTIONS TO BE REJECTED.
        SHOULD YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP. THANK YOU
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003,
        with the report of the Supervisory
        Board, the Group financial
        statements and the Group annual



2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        1,519,236,286.50 as follows: payment
        of a dividend of EUR 1.50 per no-par
        share and ex-dividend payable date:
        08 APR 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint KPMG AG, Frankfurt and                                Mgmt       No Action         *
        Berlin, as the Auditors for the FY
6.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to EUR 263,000,000, at a
        price not more than 5% from the market
        price of the shares if they are
        acquired through the stock exchange,
        not more than 20% if they are acquired
        by way of a repurchase offer, on or
        before 07 OCT 2005; the shares may be
        floated on foreign stock exchanges,
        used for acquisition purposes or
        within the scope of the Company s
        stock option plan, offered to
        employees of the company and its
        affiliates, and retired
7.      Elect the Supervisory Board                                   Mgmt       No Action         *
8.      Approve the modification of the                               Mgmt       No Action         *
        Supervisory Board remuneration; each
        Member of the Supervisory Board will
        receive a fixed annual remuneration
        of EUR 55,000 plus a performance
        based remuneration in the form of
        phantom shares of up to EUR 20,000;
        and the Chairman receive three times,
        and the Deputy Chairman twice, these
        amounts; and amend to the
        corresponding Articles of Association

- -------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN                                           Agenda: 700487829
     CUSIP: D18190898                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/2/2004            ISIN: DE0005140008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        NOTE 1: Please be advised that                                Non-       No Action         *
        DEUTSCHE BANK AG shares are issued                           Voting
        in registered form and as such do not
        require share blocking in order to
        entitle you to vote. Thank you



1.      Presentation of the established                               Mgmt       No Action         *
        Annual Financial Statements and the
        Management; Report for the 2003
        financial year, with the Report of
        the Supervisory Board, presentation
        of the Consolidated Financial
        Statements and the Group management
        report (according to U.S. GAAP) for
        the 2003 financial year
2.      Appropriation of distributable                                Mgmt       No Action         *
        profit; The Board of Managing
        Directors and the Supervisory Board
        propose the following resolution: The
        distributable profit of EUR
        872,781,369.00 will be used for
        payment of a dividend of EUR 1.50 per
        no par value share eligible for
        payment of a dividend. The remaining
        amount, which is attributable to own
        shares, will be carried forward to new
        account.
3.      Ratification of the acts of                                   Mgmt       No Action         *
        management of the Board of Managing
        Directors for the 2003 financial
        year; The Board of Managing Directors
        and the Supervisory Board propose
4.      Ratification of the acts of                                   Mgmt       No Action         *
        management of the Supervisory Board
        for the 2003 financial year; The
        Board of Managing Directors and the
        Supervisory Board propose that the
        acts of management be ratified.
5.      Election of the auditor for the 2004                          Mgmt       No Action         *
        financial year; The Supervisory Board
        proposes that KPMG Deutsche
        Treuhand-Gesellschaft
        Aktiengesellschaft
        Wirtschaftsprufungsgesellschaft,
        Frankfurt am Main, be appointed



6.      Authorization to acquire own shares                           Mgmt       No Action         *
        for trading purposes (Section 71 (1)
        No. 7 Stock Corporation Act); The
        Board of Managing Directors and the
        Supervisory Board propose the
        following resolution: The company is
        authorized to buy and sell, for the
        purpose of securities trading, own
        shares on or before November 30, 2005
        at prices which do not exceed or fall
        short of the average share price on
        the respective three preceding stock
        exchange trading days (closing auction
        price of the Deutsche Bank share in
        Xetra trading and/or a comparable
        successor system replacing the Xetra
        system on the Frankfurt Stock
        Exchange) by more than 10 %. In this
        context, the shares acquired for this
        purpose may not, at the end of any
        day, exceed 5% of the share capital of
        Deutsche Bank AG.
7.      Authorization to acquire own shares                           Mgmt       No Action         *
        pursuant to Section 71 (1) No. 8 Stock
        Corporation Act; The Board of Managing
        Directors and the Supervisory Board
        propose the following resolution: The
        company is authorized to buy its own
        shares representing up to 10 % of the
        present share capital on or before
        November 30, 2005. Together with the
        own shares acquired for trading
        purposes and/or for other reasons, and
        which are from time to time in the
        company s possession or are
        attributable to the company pursuant
        to sub-Section 71a ff Stock
        Corporation Act, the own shares
        purchased under this authorization may
        not at any time exceed 10 % of the
        company s share capital. Purchase may
        be effected through the stock exchange
        or on the basis of a public purchase
        offer to all shareholders. When
        effecting purchases through the stock
        exchange, the company may also avail
        itself of third parties and employ
        derivatives, provided these third
        parties observe the following
        restrictions. The countervalue for
        purchase of the shares through the
        stock exchange may not exceed the
        average share price (closing auction
        price of the Deutsche Bank share in
        Xetra trading and/or a comparable
        successor system replacing the Xetra



        system on the Frankfurt Stock
        Exchange) on the last three stock
        exchange trading days preceding the
        obligation to purchase by more than 10
        % nor fall short of it by more than 20
        %. In case of a public purchase offer,
        it may not fall short of by more than
        10 % or exceed by more than 15 % the
        average share price (closing auction
        price of the Deutsche Bank share in
        Xetra trading and/or a comparable
        successor system replacing the Xetra
        system on the Frankfurt Stock
        Exchange) on the last three stock
        exchange trading days preceding the
        day of publication of the offer. If
        the volume of shares offered in a
        public purchase offer exceeds the
        planned buyback volume, acceptance
        must be in proportion to the number of
        shares offered in each case. The
        preferred acceptance of small
        quantities of up to 50 of the company s
        shares offered for sale per
        shareholder may be foreseen. The Board
        of Managing Directors is authorized,
        with the consent of the Supervisory
        Board, to dispose of the purchased
        shares, and any other shares purchased
        pursuant to Section 71 (1) No. 8 Stock
        Corporation Act on the basis of
        earlier authorizations, in a way other
        than through the stock exchange or by
        offer to all shareholders, provided it
        does so against contribution in kind
        and excluding shareholders pre-emptive
        rights for the purpose of acquiring
        enterprises or holdings in
        enterprises. In addition to this, the
        Board of Managing Directors is
        authorized, in case it disposes of
        purchased own shares by offer to all
        shareholders, to grant the holders of
        the warrants, convertible bonds and
        convertible participatory rights
        issued by the bank, pre-emptive rights
        to the extent that they would be
        entitled to such rights after exercise
        of the option or conversion rights.
        Shareholders pre-emptive rights are
        excluded in these cases and to this
        extent. The Board of Managing
        Directors is also authorized to
        exclude shareholders pre-emptive
        rights insofar as the shares are to be
        used for the issue of staff shares



        to employees and pensioners of the
        company and its related companies or
        insofar as they are to be used to
        service option rights on and/or rights
        or duties to purchase shares of the
        company granted to employees of the
        company and its related companies. The
        Board of Managing Directors is also
        authorized to sell the shares to third
        parties against cash payment,
        excluding shareholders pre-emptive
        rights, provided the purchase price of
        the shares is not substantially lower
        than the quoted price of the shares at
        the time of sale. This authorization
        may only be utilized if it has been
        established that the number of shares
        sold on the basis of this
        authorization, together with the
        shares issued from authorized capital,
        excluding shareholders pre-emptive
        rights, pursuant to Section 186 (3)
        sentence 4 Stock Corporation Act, does
        not exceed 10 % of the company s share
        capital available at the time of the
        issue or sale of shares. Furthermore,
        the Board of Managing Directors is
        authorized to call in shares purchased
        on the basis of this authorization
        without any further resolution of the
        General Meeting being required with
        respect to this calling-in process.
        The existing authorization to purchase
        own shares given by the General
        Meeting on June 10, 2003, and valid
        until September
8.      Creation of new authorized capital                            Mgmt       No Action         *
        and amendment to the Articles of
        Association; The Board of Managing
        Directors and the Supervisory Board
        propose the following resolution: a)
        The Board of Managing Directors is
        authorized to increase the share
        capital on or before April 30, 2009,
        with the consent of the Supervisory
        Board, once or more than once, by up
        to a total of EUR 150,000,000 through
        the issue of new shares against cash
        payment. Shareholders are to be
        granted pre-emptive rights, but the
        Board of Managing Directors is
        authorized to except broken amounts
        from shareholders pre-emptive rights
        and to exclude pre-emptive rights
        insofar as it is necessary to grant to
        the holders of warrants,



        convertible bonds and convertible
        participatory rights issued by
        Deutsche Bank AG and its subsidiaries
        pre-emptive rights to new shares to
        the extent that they would be entitled
        to such rights after exercising their
        option or conversion rights. The new
        shares may also be taken up by banks
        specified by the Board of Managing
        Directors with the obligation to offer
        them to shareholders (indirect
        pre-emptive right). b) In Section 4 of
        the Articles of Association the
        present sub-paragraphs (4) and (5) are
        deleted, as the period for the use of
        the authorized capital regulated there
        has expired without being used; in
        addition, the present sub- paragraph
        (6) is deleted, as no conversion
        rights or option rights, for which the
        conditional capital could have been
        used, were issued up to expiry of the
        authorization on April 30, 2004. The
        present sub- paragraphs (7) to (13)
        are re- numbered sub-paragraphs (4) to
        (10) in unchanged sequence and the
        following new sub-paragraph (11) is
        added: (11) The Board of Managing
        Directors is authorized to increase
        the share capital on or before April
        30, 2009, with the consent of the
        Supervisory Board, once or more than
        once, by up to a total of EUR
        150,000,000 through the issue of new
        shares against cash payment.
        Shareholders are to be granted pre-
        emptive rights, but the Board of
        Managing Directors is authorized to
        except broken amounts from
        shareholders pre-emptive rights and to
        exclude pre-emptive rights insofar as
        it is necessary to grant to the
        holders of warrants, convertible bonds
        and convertible participatory rights
        issued by Deutsche Bank AG and its
        subsidiaries pre-emptive rights to new
        shares to the extent that they would
        be entitled to such rights after
        exercising their option or conversion
        rights. The new shares may also be
        taken up by banks specified by the
        Board of Managing Directors with the
        obligation to offer them to
        shareholders (indirect pre-emptive)



9.      Creation of new authorized capital                            Mgmt       No Action         *
        (with the possibility of excluding
        pre-emptive rights pursuant to Section
        186 (3) sentence 4 Stock Corporation
        Act) and amendment to the Articles of
        Association; The Board of Managing
        Directors and the Supervisory Board
        propose the following resolution: a)
        The Board of Managing Directors is
        authorized to increase the share
        capital on or before April 30, 2009,
        with the consent of the Supervisory
        Board, once or more than once, by up
        to a total of EUR 48,000,000 through
        the issue of new shares against cash
        payment. Shareholders are to be
        granted pre-emptive rights, but the
        Board of Managing Directors is
        authorized to except broken amounts
        from shareholders pre-emptive rights
        and to exclude pre-emptive rights
        insofar as it is necessary to grant
        to the holders of warrants,
        convertible bonds and convertible
        participatory rights issued by
        Deutsche Bank AG and its subsidiaries
        pre-emptive rights to new shares to
        the extent that they would be entitled
        to such rights after exercising their
        option or conversion rights. The Board
        of Managing Directors is also
        authorized to exclude, with the
        consent of the Supervisory Board, the
        pre-emptive rights in full if the
        issue price of the new shares is not
        significantly lower than the quoted
        price of shares already listed at the
        time of the final determination of the
        issue price. b) In Section 4 of the
        Articles of Association the following
        new sub-paragraph (12) is added: (12)
        The Board of Managing Directors is
        authorized to increase the share
        capital on or before April 30, 2009,
        with the consent of the Supervisory
        Board, once or more than once, by up
        to a total of EUR 48,000,000 through
        the issue of new shares against cash
        payment. Shareholders are to be
        granted pre-emptive rights, but the
        Board of Managing Directors is
        authorized to except broken amounts
        from shareholders pre-emptive rights
        and to exclude pre-emptive rights
        insofar as it is necessary to grant



        to the holders of warrants,
        convertible bonds and convertible
        participatory rights issued by
        Deutsche Bank AG and its subsidiaries
        pre-emptive rights to new shares to
        the extent that they would be entitled
        to such rights after exercising their
        option or conversion rights. The Board
        of Managing Directors is also
        authorized to exclude, with the
        consent of the Supervisory Board, the
        pre-emptive rights if the issue price
        of the new shares is not significantly
        lower than the quoted price of shares

10.     Authorization to issue participatory                          Mgmt       No Action         *
        notes with warrants and/or convertible
        participatory notes, bonds with
        warrants and convertible bonds,
        creation of conditional capital and
        amendment to the Articles of
        Association The Board of Managing
        Directors and the Supervisory Board
        propose the following resolution: a)
        The Board of Managing Directors is
        authorized to issue, once or more than
        once, bearer or registered
        participatory notes on or before April
        30, 2009. The participatory notes must
        meet the requirements of the German
        Banking Act, which call for capital
        paid up to grant participatory rights
        to be attributable to the company s
        liable capital. Bearer warrants may be
        attached to the participatory notes,
        or they may be linked to a conversion
        right for the bearer. Subject to the
        conditions of participatory notes with
        warrants and/or convertible
        participatory notes, the option and/or
        conversion rights entitle the holder
        to subscribe to shares of Deutsche
        Bank AG. The Board of Managing
        Directors is further authorized to
        issue bonds with warrants and/or
        convertible bonds with a maturity of
        20 years at the most, instead of or
        besides participatory notes, once or
        more than once, on or before April 30,
        2009 and to grant holders of bonds
        with warrants and holders of
        convertible bonds option rights and
        conversion rights, respectively, to
        new shares of Deutsche Bank AG subject
        to the conditions of bonds



        with warrants and convertible bonds.
        The total nominal value of all
        participatory notes, bonds with
        warrants and convertible bonds to be
        issued under this authorization may
        not exceed a total value of EUR 6
        billion. Option and/or conversion
        rights may only be issued in respect
        to shares of the company in a
        proportionate amount of share capital
        of up to a nominal EUR 150,000,000.
        The participatory notes, bonds with
        warrants and convertible bonds (bonds
        with warrants and convertible bonds
        are also referred to below as Bonds
        and together with participatory notes
        as Rights) may be issued either in
        Euro or in the official currency of an
        OECD member country, as long as the
        corresponding Euro countervalue is not
        exceeded. Bonds with warrants and
        convertible bonds may also be issued
        by companies in which Deutsche Bank AG
        has a direct or indirect majority
        holding; in this case the Board of
        Managing Directors is authorized to
        assume a guarantee for the repayment
        of the bonds and to ensure that option
        and/or conversion rights are granted.
        When issuing participatory notes with
        warrants and/or bonds with warrants,
        one or more warrants are attached to
        each participatory note and/or each
        bond, which entitle the bearer to
        subscribe to new shares of Deutsche
        Bank AG subject to the conditions of
        options determined by the Board of
        Managing Directors. The proportionate
        amount of share capital for shares to
        be subscribed for each Right shall not
        exceed the nominal amount of the
        participatory notes with warrants or
        of the bonds with warrants,
        respectively. The maturity of the
        option right may not exceed 20 years.
        When issuing bearer convertible
        participatory notes and/or convertible
        bonds the holders of participatory
        notes and/or bonds have the right to
        exchange their participatory notes or
        convertible bonds for new shares of
        Deutsche Bank AG subject to the
        conditions of participatory rights and
        bonds. The exchange ratio is obtained
        by dividing the nominal amount of a



        Right by the conversion price
        established for a new share of
        Deutsche Bank AG. The exchange ratio
        can also be obtained by dividing the
        issue price of a Right, which is below
        the nominal amount, by the conversion
        price established for a new share of
        Deutsche Bank AG. A variable exchange
        ratio and/or conversion price may also
        be established in the conditions of
        exchange by allowing the conversion
        price to fluctuate within a certain
        fixed band until maturity, depending
        on the development of the share price.
        The proportionate amount of share
        capital represented by the shares to
        be issued on conversion shall not
        exceed the nominal amount of the
        convertible participatory note or the
        convertible bond. The conditions of
        conversion may also call for an
        obligation to convert at maturity or
        at some other point in time. The
        conditions of participatory notes or
        bonds may also stipulate whether to
        round and how a round exchange ratio
        can be arrived at, whether an
        additional cash payment or cash
        compensation is to be paid for broken
        amounts and whether a certain date can
        be established by which the
        conversion/option rights may or must
        be exercised. Each option or
        conversion price to be established for
        a no par value share must - also in
        case of a variable exchange ratio or
        conversion price - amount to either a
        minimum of 80 % of the average value
        of the share price of a Deutsche Bank
        share in the Xetra closing auctions
        (or a corresponding price established
        in any follow-up system replacing
        Xetra trading) on the ten trading days
        preceding the day the resolution was
        taken by the Board of Managing
        Directors on the issue of
        participatory notes, bonds with
        warrants or convertible bonds or at
        least 80 % of the share price of a
        Deutsche Bank share in the Xetra
        closing auction (or a corresponding
        price established in any follow-up
        system replacing Xetra trading) on the
        third trading day preceding the end of
        rights trading. The option or
        conversion price is reduced, without



        prejudice to Section 9 (1) Stock
        Corporation Act, on the basis of a
        dilution protection clause, subject to
        the conditions of options and/or
        participatory notes or bonds, by
        payment of a corresponding cash amount
        on exercise of the conversion right or
        by reducing the additional payment
        amount if Deutsche Bank AG raises its
        share capital during the option or
        conversion period and grants its
        shareholders pre-emptive rights,
        issues further participatory notes,
        bonds with warrants or convertible
        bonds or other option rights and
        holders of option or conversion rights
        are not granted pre-emptive rights to
        the same extent as they would be
        entitled to on exercise of the option
        or conversion rights. Instead of a
        cash payment or a reduction of the
        additional payment the exchange ratio
        may also be adjusted - as far as
        possible - by dividing it by the
        reduced conversion price. In case of a
        capital reduction the conditions may
        also call for an adjustment of the
        option and/or conversion rights. The
        conditions of participatory notes and
        bonds may each stipulate that in case
        of an exercise of option or conversion
        rights, own shares of the company may
        also be granted. In addition there is
        the further possibility that the
        company pays the cash countervalue on
        exercise of the option or conversion
        rights, subject to the conditions of
        participatory rights or bonds, that
        corresponds to the average price of
        the Deutsche Bank share in the closing
        auction in Xetra trading (or a
        corresponding price established in any
        follow-up system replacing Xetra
        trading) on at least two successive
        trading days during a period of up to
        ten trading





                                                                        
- -------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE AG, FRANKFURT AM MAIN                                         Agenda: 700486598
     CUSIP: D1882G119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: DE0005810055
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        Please be advised that DEUTSCHE                               Non-       No Action         *
        BOERSE AG shares are issued in                               Voting
        registered form and as such do not
        require share blocking in order to
        entitle you to vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the 2003 FY
        with the report of the Supervisory
        Board, the Group financial statements
        and group annual report, and the
        proposal on the appropriation of the
        distributable profit
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        135,000,000 as follows: Payment of a
        dividend of EUR 0.55 per no-par share
        EUR 73,508,416 shall allocated to
        the other revenue reserves Ex-
        dividend and payable date: 21 MAY
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Elect the Supervisory Board                                   Mgmt       No Action         *
6.      Authorize the Board of Managing                               Mgmt       No Action         *
        Director to acquire shares of the
        company of up to 10% of the share
        capital through the stock exchange at
        a price not differing more than 10%
        from the market price of the shares,
        or by way of a repurchase offer at a
        price neither more than 10% below nor
        more than 15 % above, the market price
        on or before 31 OCT 2005 and the
        shares may be used for acquisition
        purposes for satisfying existing
        option and convertible rights for the
        issue of employee shares or within the
        scope of the Companys 2003 Stock
        Option Plan sold at a price not
        materially below their market price,
        or retired
7.      Approve the profit transfer agreement                         Mgmt       No Action         *
        with the Companys wholly-owned
        subsidiary Deutsche Boerse IT Holding
        GmbH
8.      Appoint the Auditors for the 2004 FY                          Mgmt       No Action         *
        KPMG, Berlin and Frankfurt

- -------------------------------------------------------------------------------------------------------
DEUTSCHE LUFTHANSA AG, KOELN                                                  Agenda: 700494634
     CUSIP: D1908N106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/16/2004           ISIN: DE0008232125
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        Please be advised that DEUTSCHE                               Non-       No Action         *
        LUFTHANSA AG shares are issued in                            Voting
        registered form and as such do not
        require share blocking in order to
        entitle you to vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
3.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
4.      Amend the Article of Association in                           Mgmt       No Action         *
        respect of the shareholder meeting
        having the power to approve stock
        dividends
5.      Authorize: the Company to acquire                             Mgmt       No Action         *
        shares own shares up to 10% of the
        share capital, at a price not
        deviating more than 10% from their
        market price of the shares, on or
        before 15 DEC 2005; and the Board of
        Managing Directors to dispose of the
        shares in a manner other than the
        stock exchange or an offer to all
        shareholders if the shares are sold at
        a price not materially below their
        market price, to use the shares for
        acquisition purposes or for the
        fulfillment of convertible or option
        rights, to offer the shares to
        employees of the Company and its
        affiliates and to retire the shares
6.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to increase the
        share capital by up to EUR 25,000,000
        through the issue of new registered
        no-par shares to employees against
        cash payment, on or before 15 JUN
        2009; and approve the creation of
        authorized capital B in connection
        with the issue of employee shares that
        the shareholders not be granted
        subscription rights and amend the
        corresponding Article of Association
7.      Appoint Dusseldorf, PwC, as the                               Mgmt       No Action         *
        Auditors for the FY 2004

- -------------------------------------------------------------------------------------------------------
DEUTSCHE POST AG, BONN                                                        Agenda: 700483578
     CUSIP: D19225107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: DE0005552004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        Please be advised that DEUTSCHE POST                          Non-       No Action         *
        AG shares are issued in registered                           Voting
        form and as such do not require share
        blocking in order to entitle you to
        vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the 2003 FY
        with the report of the Supervisory
        Board, the Group financial statements
        and Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        1,349,309,570.93 as follows: and the
        payment of a dividend of EUR 0.44 per
        no-par share; EUR 859,677,570.93 be
        allotted to the other revenue
        reserves; ex-dividend and payable
        date: 07 MAY 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of Supervisory Board                          Mgmt       No Action         *
5.      Appoint PricewaterhouseCoopers                                Mgmt       No Action         *
        Deutsche revision AG, Duesseldorf, as
        the Auditors for the 2004 FY
6.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to 10% of its share
        capital, at prices neither more than
        20% above, nor 10% below, the market
        price of the shares, on or before 31
        OCT 2005; and authorize the Board of
        Managing Directors to retire the
        shares, to use the shares for
        acquisition purposes or within the
        scope of the Company s 2000 and 2003
        Stock Option Plans, and to sell the
        shares at a price not materially
        below their market price
7.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to issue bonds of
        up to EUR 1,000,000,000, having a term
        of up to 20 years and conferring
        convertible and/or option rights of
        new shares of the Company, on or
        before 05 MAY 2007; approve that the
        shareholders be granted subscription
        rights, except for residual amounts,
        for the granting of such rights to
        holders of previously issued bonds,
        and for the issue of bonds conferring
        convertible and/or option rights for



        shares of up to EUR 56,000,000 of the
        share capital if such bonds are issued
        at a price not materially below their
        theoretical market value; approve that
        the share capital be increased
        accordingly by up to EUR 56,000,000
        through the issue of up to 56,000,000
        new registered no par shares, insofar
        as convertible and/or option rights
        are exercised
8.      Approve to revise the remuneration of                         Mgmt       No Action         *
        the Supervisory Board so that each
        Member shall receive a fixed annual
        remuneration of EUR 20,000 and a
        variable remuneration of EUR 300 for
        each EUR 0.03 of the consolidated
        earnings per share during a given FY,
        in excess of those during the previous
        FY, the variable remuneration may not
        exceed the fixed annual remuneration,
        with the Chairman receiving twice and
        the Deputy Chairman receiving 1.5
        times of these amounts and the
        corresponding amendments to the

- -------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN                                                     Agenda: 700491397
     CUSIP: D2035M136                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: DE0005557508
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please be advised that DEUTSCHE                               Non-       No Action         *
        TELEKOM AG shares are issued in                              Voting
        registered form and as such do not
        require share blocking in order to
        entitle you to vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the group financial statements
        and the group annual report
2.      Approve the resolution on the                                 Mgmt       No Action         *
        appropriation of the disrtibutable
        profit of EUR 2,035,084,823.20 as
        follows: EUR 2,035,084,823.20 shall
        be allocated to other revenue
3.      Ratify the acts of the Board of the                           Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Board of the                           Mgmt       No Action         *
        Supervisory Board
5.      Appoint PWC Deutsche Revision AG,                             Mgmt       No Action         *
        Frankfurt, and Ernst & Young AG,
        Stuttgart, as the Auditors for the FY
        2004



6.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to acquire up to
        419,775,242 shares of the Company at
        prices not differing more than 26%
        from the market price of the shares
        on or before 17 NOV 2005; authorize
        the Board of Managing Directors to
        sell the shares on the Stock
        Exchange, to float the shares on
        foreign stock exchanges, to use the
        shares for acquisition purposes, to
        retire the shares, to offer the
        shares to shareholders by way of
        rights offering and to dispose of the
        shares in another manner if they are
        sold at a price not materially below
        their market price
7.      Approve to the revocation of the                              Mgmt       No Action         *
        Company s 2001 Stock Option Plan in
        respect of its unused portion;
        approve that the capital shall be
        reduced accordingly to EUR 33,280,000
        contingent capital II
8.      Approve the revocation of existing                            Mgmt       No Action         *
        authorized capital 2000; authorize
        Board of Managing Directors with the
        consent of Supervisory Board to
        increase the share capital by up to
        EUR 2,560,000,000 through the issue
        of up to 1,000,000,000 regarding no-
        par shares against payment in kind on
        or before 17 MAY 2009; approve the
        shareholder s subscription rights may
        exclude for a capital increase
        against payment in kind
9.      Approve the profit transfer agreement                         Mgmt       No Action         *
        with the Company s subsidiary T- Funkt
        Vertriebegesellschaft mbH effective
        from 01 JAN 2004 until at least 31 DEC
        2008
10.     Approve the profit transfer agreement                         Mgmt       No Action         *
        with the Company s subsidiary Travaita
        Telekommunikationsdienste GmbH
        effective from 01 JAN 2004 until at
        least 31 DEC 2008
11.     Approve the profit transfer agreement                         Mgmt       No Action         *
        with the Company s subsidiary Norma
        Telekommunikationsdienste GmbH
        effective from 01 JAN 2004 until at
        least 31 DEC 2008
12.     Approve the profit transfer agreement                         Mgmt       No Action         *
        with the Company s subsidiary Carmen
        Telekommunikationsdienste GmbH
        effective from 01 JAN 2004 until at
        least 31 DEC 2008



13.     Amend the Sec 13 of the Articles of                           Mgmt       No Action         *
        the Association regarding the
        Supervisory Board remuneration where
        each member of the Supervisory Board
        shall receive a fixed annual
        remuneration of EUR 20,000 plus
        variable remuneration of EUR 300 for
        every EUR 0.01 of the group net
        profit per share in excess of EUR
        0.50 and EUR 300 for every 4% of the
        group net profit per share of the FY
        following the reference year in
        excess of the group net profit per
        share of the FY preceding the
14.     Amend the Sec 14 of the Articles of                           Mgmt       No Action         *
        Association

- -------------------------------------------------------------------------------------------------------
DOUGLAS HOLDING AG                                                            Agenda: 700453246
     CUSIP: D2290M102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/24/2004           ISIN: DE0006099005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY from 01
        JAN to 30 SEP 2003, with the report
        of the Supervisory Board, the Group
        financial statements and the Group
        annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        30,000,000 as follows: payment of a
        dividend of EUR 0.75 per no-par
        share; EUR 695,581.50 be carried
        forward; Ex-dividend; and payable
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board



5.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to acquire shares of the
        Company of up to 10% of its share
        capital, at price not more than 10%
        from the market price of the shares,
        on or before 23 SEP 2005 and to
        retire the shares, to dispose of the
        shares in a manner other than the
        stock exchange or a rights offering
        if they are sold at a price not
        materially below their market price,
        and to use the shares for acquisition
6.      Appoint Susat & Partner, Hamburg as                           Mgmt       No Action         *
        the Auditors for the FY 2003/2004

- -------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF                                      Agenda: 700475470
     CUSIP: D24909109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: DE0007614406
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        1,312,052,802 as follows: payment of
        a dividend of EUR 2 per no-par share;
        ex-dividend and payable date: 29 APR
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Amend the Articles of Association                             Mgmt       No Action         *
        regarding the shareholder meeting
        having the power to approve stock
        dividends
6.      Approve the control and profit                                Mgmt       No Action         *
        transfer agreement with the Companys
        wholly-owned E. ON Nordic Holding
        GmbH, with effect from 01 JAN 2004
        until at least 31 DEC 2008
7.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to 10% of its share
        capital, at prices not differing more
        than 20% from their market price, on
        or before 28 JAN 2005; authorize the
        Board of Managing Directors to dispose
        of the shares in a manner other than
        the stock exchange or a rights
        offering if the shares are sold at a
        price not materially below



        their market price, used for
        acquisition purposes or for satisfying
        existing option and conversion rights,
        or issued to the Companys and its
        affiliates employees; the shares may
        also be
8.      Appoint PricewaterhouseCoopers,                               Mgmt       No Action         *
        Deutsche Revision AG, Dusseldorf, as
        the Auditors for the FY 2004

- -------------------------------------------------------------------------------------------------------
EPCOS AG, MUENCHEN                                                            Agenda: 700446556
     CUSIP: D2491H100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/11/2004           ISIN: DE0005128003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please be advised that EPCOS AG                               Non-       No Action         *
        shares are issued in registered form                         Voting
        and as such do not require share
        blocking in order to entitle you to
        vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the 2002/2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR 6,234,000
        as follows: EUR 6,234,000 shall be
        carried forward
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint KPMG, Berlin and Frankfurt,                           Mgmt       No Action         *
        as the Auditors for the 2003/2004 FY
6.      Amend the Articles of Association as                          Mgmt       No Action         *
        follows: Section 14, regarding the use
        of electronic means of communication
        for the registration to attend the
        shareholders meeting; Section 15,
        regarding the audio- visual
        transmission of the shareholders
        meetings and Section 16, regarding the
        use of electronic means of
        communication for the issue of proxy
        voting instructions
7.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to issue bearer and/or
        registered bonds of up to EUR
        500,000,000 having a term of up to 15
        years and conferring option and/or
        convertible rights for shares of the
        Company on or before 10 FEB 2009;



        shareholders shall be granted
        subscription rights except for the
        issue of bonds conferring convertible
        and/or option rights for shares of the
        Company of up to 10% of the share
        capital at a price not materially
        below their theoretical market value,
        for residual amounts and for the issue
        of bonds to holders of convertible
        and/or option rights; the Company s
        share capital shall be increased
        accordingly by up to EUR 6,500,000
        through the issue of up to 6,500,000
        new registered no par shares, insofar
        as convertible and/or option rights
        are exercised (contingent capital 2004
        I); and amend the corresponding
        Articles of
8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, in revokation of the
        existing authorized capital, to
        increase the share capital by up to
        EUR 3,020,000 through the issue of
        new registered no par shares against
        contributions in cash and/or kind, on
        or before 10 FEB 2009; shareholders
        shall be granted subscription rights
        except for residual amounts, in order
        to grant such rights to holders of
        previously issued convertible or
        option rights, for a capital increase
        of up to 10% of the share capital if
        the shares are issued at a price not
        materially below their market price
        and for the issue of shares against
        contributions in kind; and amend the
        corresponding Articles of Association
9.      Approve to increase the Company s                             Mgmt       No Action         *
        share capital by up to EUR 2,480,000
        through the issue of up to 2,480,000
        new registered no-par shares, in so
        far as stock options granted within
        the scope of the 2004 Stock Option
        Plan are exercised (contingent capital
        2004 II); authorize the Company to
        grant stock options to its own and its
        affiliates Executives and employees,
        on or before 10 FEB 2007 EPCOS Stock
        Option Plan 2004; the existing EPCOS
        Stock Option Plan 1999 shall be
        revoked; and amend the corresponding
        Articles of Association

- -------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG, BAD HOMBURG                                        Agenda: 700498923
     CUSIP: D2734Z107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: DE0005785802
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THE REVISED WORDING OF                            Non-       No Action         *
        RESOLUTION 4. THANK YOU                                      Voting
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        781,782,493.26 as follows: payment of
        a dividend of EUR 1.02 per ordinary
        share; payment of a dividend of EUR
        1.08 per preference share; EUR
        682,071,395.94 shall be carried
        forward; and ex-dividend and payable
        date: 28 MAY 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint KPMG, Frankfurt, as the                               Mgmt       No Action         *
        Auditors for the FY 2004
6.      Elect the Supervisory Board                                   Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
HEIDELBERGER DRUCKMASCHINEN AG, HEIDELBERG                                    Agenda: 700393591
     CUSIP: D3166C103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/12/2003           ISIN: DE0007314007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY
        2002/2003, along with the report of
        the Supervisory Board, the Group
        financial statements and the Group
        annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        30,335,199.40 as follows: EUR
        30,000,000 be allocated to the revenue
        reserves EUR 335,199.40 be carried
        forward
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint PricewaterhouseCoopers                                Mgmt       No Action         *
        Deutsche Revision AG, Essen, as the
        Auditors for the FY 2003/2004



6.      Elect the Supervisory Board                                   Mgmt       No Action         *
7.      Amend the Articles of Association as                          Mgmt       No Action         *
        follows: Sections 5(1) and 17(3),
        regarding announcements of the
        Company being published in the
        Federal Gazette online; Section 16,
        regarding the Supervisory Board
        Members receiving an annual
        remuneration of EUR 18,000 plus EUR
        750 per EUR 0.05 of the dividend in
        excess of EUR 0.45 per share, the
        Supervisory Board Chairman receiving
        twice, the Deputy Supervisory Board
        Chairman and Committee Chairmen one
        and a half times, and ordinary
        Committee Members one and a quarter
8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to acquire shares of the
        Company of up to 10% of its share
        capital, at a price not deviating
        more than 10% from the market price
        of the shares, on or before 28 FEB
        2005; and authorize the Board of
        Managing Directors to dispose of the
        shares in a manner other than the
        stock exchange or a rights offering
        if the shares are sold at a price not
        materially below their market price,

- -------------------------------------------------------------------------------------------------------
HENKEL LTD PARTNERSHIP                                                        Agenda: 700459298
     CUSIP: D32051142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/19/2004           ISIN: DE0006048408
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report and
        approve the 2003 financial statements
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        166,992,742.50 as follows: payment of
        a dividend of EUR 1.14 per ordinary
        share; payment of a dividend of EUR
        1.20 per preference share; and ex-
        dividend and payable date: 20 APR
3.      Ratify the acts of the General                                Mgmt       No Action         *
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Ratify the acts of the Shareholders                           Mgmt       No Action         *
        Committee



6.      Appoint KPMG, Berlin and Frankfurt,                           Mgmt       No Action         *
        as the Auditors for the FY 2004
7.      Elect the Shareholders Committee                              Mgmt       No Action         *
8.      Authorize the General Partners to                             Mgmt       No Action         *
        acquire up to 10% of own ordinary and
        preference shares, at a price not
        deviating more than 5% from their
        market price, on or before 18 OCT
        2005; and authorize the General
        Partners to use the shares within the
        scope of the Company s Stock Incentive
        Plan or for acquisition purposes, to
        sell the shares to third parties at a
        price not materially below their
        market price and to
9.      Amend the Articles of Association in                          Mgmt       No Action         *
        accordance with the German Corporate
        Governance Code
10.     Approve the Company s Control and                             Mgmt       No Action         *
        Profit Transfer Agreement with its
        wholly-owned subsidiary Henkel Dorus
        Gmbh, effective from 01 JAN 2004,
        until at least 31 DEC 2008






                                                                        
- -------------------------------------------------------------------------------------------------------
INFINEON TECHNOLOGIES AG, MUENCHEN                                            Agenda: 700441657
     CUSIP: D35415104                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 1/20/2004           ISIN: DE0006231004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AGM.                              Non-       No Action         *
        THANK YOU.                                                   Voting
1.      Receive the financial statements and                          Mgmt       No Action         *
        annual report for the FY 2002/2003
        with the report of the Supervisory
        Board, the Group financial statements
        and Group annual report
2.      Ratify of the acts of the Board of                            Mgmt       No Action         *
        Managing Directors
3.      Ratify of the acts of the Supervisory                         Mgmt       No Action         *
        Board
4.      Appoint KPMG, Berlin and Frankfurt as                         Mgmt       No Action         *
        the Auditors for the FY 2003/2004
5.      Approve to increase authorized                                Mgmt       No Action         *
        capital I/2002 by EUR 55,000,000, in
        order to secure future acquisitions
        and amended as follows: the Board of
        Managing Directors shall be authorized
        to increase the share capital by up to
        EUR 350,000,000 through the issue of
        registered no- par shares against
        payment in cash or



        kind, on or before 21 JAN 2007;
        shareholders shall be granted
        subscription rights if shares are
        issued against cash payment, except
        for residual amounts, for the granting
        of such rights to holders of warrants
        or convertible bonds, and for the
        issue of shares after 040120, at a
        price not materially below their
        market price; and shareholders
        subscription rights shall be excluded
        for the issue of shares against
        payment in kind
6.      Authorize Board of Managing Directors                         Mgmt       No Action         *
        to increase the share capital by up to
        EUR 30,000,000 through the issue of
        new employee shares against cash
        payment, on or before 19 JAN 2009
        authorized capital II/2004; approve
        that the shareholders subscription
        rights shall be excluded and amend the
        Articles of Association
7.      Approve that the contingent capital                           Mgmt       No Action         *
        II/2002 may also be used to satisfy
        convertible and/or option rights for
        shares of the Company of up to EUR
        144,000,000, arising from the issue of
        bonds against payment in kind and for
        convertible rights arising from the
        bonds issued by Infineon Technologies
        Holding B.V. in FEB 2002; approve that
        the authorization to exclude
        shareholders subscription rights for
        the bonds if they are issued at a
        price not materially below their
        theoretical market value shall be
        renewed and amend the Articles of
        Association

- -------------------------------------------------------------------------------------------------------
KARSTADT QUELLE AG, ESSEN                                                     Agenda: 700477804
     CUSIP: D38435109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: DE0006275001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s annual and the                          Mgmt       No Action         *
        consolidated earnings and the report
        of the Supervisory Board for 2003
2.      Approve the usage of net profits for                          Mgmt       No Action         *
        2003 with a dividend payment of EUR
        0,71 per ordinary share
3.      Ratify the acts of the Managing Board                         Mgmt       No Action         *
        for 2003
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board for 2003



5.      Elect BDO AG, Duesseldorf as the                              Mgmt       No Action         *
        Auditors for 2004
6.      Elect Dr. Thomas Middelhoff and Mr.                           Mgmt       No Action         *
        Hans Reischl as the Members of
        Supervisory Board and Mr. Juergen
        Than and Mr. Jochen Apell as the
        Substitute Members
7.      Grant authority to use own shares                             Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
LINDE AG                                                                      Agenda: 700483136
     CUSIP: D50348107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: DE0006483001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Acknowledge the Company s annual and                          Mgmt       No Action         *
        consolidated earnings and the report
        of the Supervisory Board for 2003
2.      Approve the usage of the year s net                           Mgmt       No Action         *
        profit with a possible dividend
        payment of EUR 1.13 per ordinary
3.      Ratify the acts of the Managing Board                         Mgmt       No Action         *
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Elect KPMG Ag, in Berlin and                                  Mgmt       No Action         *
        Frankfurt, as the auditors
6.      Grant authority to purchase own                               Mgmt       No Action         *
7.      Amend the Articles to adjust to the                           Mgmt       No Action         *
        law modification

- -------------------------------------------------------------------------------------------------------
MAN AG, MUENCHEN                                                              Agenda: 700497793
     CUSIP: D51716104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/9/2004            ISIN: DE0005937007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        110,280,000 as follows: payment of a
        dividend of EUR 0.75 per ordinary
        share; payment of a dividend of EUR
        0.75 per preference share; and ex-
        dividend and payable date: 10 JUN
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors



4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to acquire up to 14,704,000
        ordinary and/or preference shares, at
        prices not deviating more than 20%
        from their market price, on or before
        08 DEC 2005; and to sell the shares at
        a price not materially below their
        market price, to use the shares for
        acquisition purposes, to float the
        shares on foreign stock exchanges and
        to retire the shares
6.      Approve to increase the basic                                 Mgmt       No Action         *
        remuneration of the Members of the
        Supervisory Board from EUR 2,500 to
        EUR 10,000 and amend the Articles of
        Association correspondingly
7.      Approve the Company s Contro and                              Mgmt       No Action         *
        Profit Transfer Agreement with its
        wholly-owned subsidiary MAN
        Altersversorgung GmbH, effective
        retroactively from 01 JAN 2004, until
        at least 31 DEC 2008
8.      Appoint BDO Deutsche Warentreuhand                            Mgmt       No Action         *
        AG, Muni, as the Auditors for the FY

- -------------------------------------------------------------------------------------------------------
MERCK KGAA, DARMSTADT                                                         Agenda: 700457042
     CUSIP: D5357W103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/26/2004           ISIN: DE0006599905
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003,
        along with the report of the
        Supervisory Board, the Group
        financial statements and the Group
2.      Approve the financial statements for                          Mgmt       No Action         *
        the FY 2003
3.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        40,201,879.19 as follows: payment of
        a dividend of EUR 0.80 per no-par
        share EUR 601,879.99 shall be carried
        forward; ex-dividend and payable
        date: 29 MAR 2004
4.      Ratify the acts of the Company s                              Mgmt       No Action         *
        Management
5.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
6.      Appoint KPMG, Mannheim as the                                 Mgmt       No Action         *
        Auditors for the FY 2004
7.      Elect the Supervisory Board                                   Mgmt       No Action         *



8.      Authorize the Management with the                             Mgmt       No Action         *
        consent of the Supervisory Board, to
        increase the share capital by up to
        EUR 64,349,997.40 through the issue of
        new shares against payment in cash or
        kind, on or before 31 MAR 2009;
        shareholders shall be granted
        subscription rights except for a
        capital increase against cash payment
        of up to 10% of the share capital if
        the new shares are issued at a price
        not materially below the market price
        of identical shares; and amend the
        corresponding Articles of

- -------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF                                                         Agenda: 700500235
     CUSIP: D53968125                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/4/2004            ISIN: DE0007257503
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
10.     Approve that each Member of the                               Mgmt       No Action         *
        Supervisory Board shall receive a
        fixed annual remuneration of EUR
        35,000 plus a variable remuneration of
        EUR 600 for every EUR 25,000,000 of
        the EBT in excess of an average EBT of
        EUR 100,000,000 during the last three
        years; the Chairman shall receive
        three times, the Deputy Chairman and
        Chairmen of Supervisory Board
        Committees twice, Committee Members
        one and halftimes, these amounts; and
        correspondingly amend the Articles of
        Association
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        345,261,366.62 as follows: payment of
        a dividend of EUR 1.020 per ordinary
        share; payment of a dividend of EUR
        1.122 per preference share; EUR
        11,664,934.51 shall be carried
        forward; and ex-dividend and payable
        date: 07 JUN 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint Fasselt + Partner, Duisburg,                          Mgmt       No Action         *
        as the Auditors for the FY 2004



6.      Authorize the Company, to acquire own                         Mgmt       No Action         *
        ordinary and/or pref. shares of up to
        10% of its share capital, at prices
        not differing more than 20%. from the
        market price of the shares, on or
        before 04 DEC 2005; to float the
        shares on foreign stock exchanges, to
        offer the shares to third parties in
        connection with mergers and
        acquisitions, to retire the shares, to
        dispose of the shares in another
        manner if they are sold at a price not
        materially below their market price,
        and to use the shares for satisfying
        existing conv. or option rights or
        within the scope of the Company s
        Stock Option Plan
7.      Authorize the Board of Directors with                         Mgmt       No Action         *
        the consent of the Supervisory Board,
        to increase the share capital by up to
        EUR 100,000,000 through through the
        issue of new shares against cash
        payment, on or before 03 JUN 2009;
        shareholders shall be granted
        subscription rights except for the
        bondholders, and for a capital
        increase of up to 10% of the share
        capital if the new shares are issued
        at a price not materially below the
        market price of identical shares; and
        correspondingly amend the Articles of
        Association of up to EUR 85,000,000
        against contributions in kind, and in
        order to grant such rights to holders
        of convertible or option rights and
        correspondingly amend the Articles of
        Association
8.      Authorize the Board of Directors with                         Mgmt       No Action         *
        the consent of the Supervisory Board,
        to increase the share capital by up to
        to EUR 125,000,000 through through the
        issue of new ordinary shares against
        payment in kind, on or before 03 JUN
        2009; shareholders subscription rights
        may be excluded; and correspondingly
        amend the Articles of Association
9.      Authorize the Board of MDs shall be                           Mgmt       No Action         *
        authorized, with the consent of the
        Supervisory Board, to issue bonds of
        up to EUR 1,000,000,000, having a term
        of up to15 years and conferring option
        and/or conv.rights for new shares of
        the Company, on or before 03 JUN 2009;
        shareholders shall be granted
        subscription rights, except



        for residual amounts, for the granting
        of such rights to other bondholders,
        and for the issue of bonds at a price
        not materially below their theoretical
        market value; the share capital shall
        be increased accordingly by up to EUR
        127,825,000 through the issue of up to
        50,000,000 new ordinary shares,
        insofar as option and/or conv. rights
        are exercised; and correspondingly
        amend

- -------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT                                    Agenda: 700503306
AKTIENGESELLSCHAFT IN MUENCHEN, MUENC
     CUSIP: D55535104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: DE0008430026
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please be advised that MUENCHENER                             Non-       No Action         *
        RUECKVERSICHERUNGS-GESELLSCHAFT AG                           Voting
        shares are issued in registered form
        and as such do not require share
        blocking in order to entitle you to
        vote. Thank you
1.      Receive the financial statements and                          Mgmt       No Action         *
        annual report for the FY 2003 with
        the report of the Supervisory Board
        and the Group financial statements
        and Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        286,975,291.25 as follows: payment of
        a dividend of EUR 1.25 per entitled
        share; EUR 721,342.50 shall be
        carried forward; Ex-dividend and
        payable date: 27 MAY 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Elect the Supervisory Board                                   Mgmt       No Action         *
6.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares of up to 10% of its share
        capital, at prices not deviating more
        than 20% from the market price of the
        shares, on or before 25 NOV 2005;
        authorize the Board of Managing
        Directors to float the shares on
        foreign stock exchanges, to use the
        shares for acquisition purposes, to
        sell the shares to third parties
        against cash payment, to use the
        shares for the fulfillment of
        conversation or option rights or as
        employee shares, and to retire the
        shares



7.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to increase the
        share capital by up to EUR 280,000,000
        through the issue of new registered
        shares against payment in cash or
        kind, on or before 25 MAY 2009 (2004
        authorize capital); approve that the
        shareholders shall be granted
        subscription rights for the issue of
        shares against cash payment, except
        for residual amounts, for the granting
        of subscription rights to holders of
        option or conversation rights, and for
        the issue of shares at a price not
        materially below their market price;
        and that the shareholders shall not be
        granted subscription rights for

- -------------------------------------------------------------------------------------------------------
PUMA AG RUDOLF DASSLER SPORT                                                  Agenda: 700467156
     CUSIP: D62318148                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: DE0006969603
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and the Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        78,074,055.37 as follows: payment of
        a dividend of EUR 0.70 per no-par
        share; EUR 66,832,955.57 shall be
        carried forward; ex-dividend and
        payable date: 21 APR 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint PricewaterhouseCoopers GmbH,                          Mgmt       No Action         *
        Frankfurt, as the Auditors for the FY
        2004
6.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares up to 10% of its share capital,
        at a price not deviating more than 10%
        from their market price if they are
        acquired through the stock exchange
        and not more than 20% if they are
        acquired by way of a repurchase offer;
        on or before 01 OCT 2005;



        and authorize the Board of Managing
        Directors to use the shares for
        acquisition and capital management
        purposes, and to retire
7.      Amend the Articles of Association in                          Mgmt       No Action         *
        respect of the size of the
        Supervisory Board being reduced from

- -------------------------------------------------------------------------------------------------------
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER                                    Agenda: 700481308
DATENVERARBEITUNG, WALLDORF/BADEN
     CUSIP: D66992104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: DE0007164600
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Acknowledge the financial statements                          Mgmt       No Action         *
        and the annual report for the FY 2003
        with the report of the Supervisory
        Board, the group financial statements
        and group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributive profit of: EUR
        949,879,281.43; payment of a dividend:
        EUR 0.80 per entitled share, the
        remainder shall be carried forward
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint the KPMG, Frankfurt and                               Mgmt       No Action         *
        Berlin, as the Auditors for the FY
6.      Amend the Articles of Association to                          Mgmt       No Action         *
        reflect the increase of the share
        capital to EUR 315,413,553 through
        the exercise of conversion and option
        rights, and the correspondent
        reduction of the contingent capital
7.      Approve to renew the authorization to                         Mgmt       No Action         *
        acquire and dispose of own shares;
        authorize the Board of Managing
        Directors to acquire up to 30,000,000
        shares of the Company, at a price not
        deviating more than 20% from their
        market price, on or before 31 OCT 2005
        and to sell the shares on the Stock
        Exchange and to offer them to the
        shareholders for subscription; and
        authorize the Board to dispose of the
        shares in another manner if they are
        sold at a price not materially below
        their market price, to use the shares
        for acquisition purposes or within the
        scope of the Company Stock Option and
        Long Term Incentive Plans, and to
        retire the



8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to use call and put options
        for the purpose of the acquisition of
        own shares as per Resolution 7

- -------------------------------------------------------------------------------------------------------
SCHERING AG                                                                   Agenda: 700467423
     CUSIP: D67334108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: DE0007172009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the presentation of the                               Mgmt       No Action         *
        Financial Statements and Annual
        Report for the 2003 FY with the
        report of the Supervisory Board, the
        group Financial Statements and group
2.      Receive resolution, on the                                    Mgmt       No Action         *
        appropriation of the distributions
        profit of EUR 223,420,000 as follows:
        Payment of a dividend of EUR.93 per
        no-par share EUR 43,000,000 shall be
        allocated to the revenue reserves
        Ex-dividend and payable date:19 APR
3.      Ratify the acts of the Board of MDs                           Mgmt       No Action         *
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint the Auditors for the 2004 FY                          Mgmt       No Action         *
        BDO Deutsche Warentreuhand AG, Berlin
6.      Receive resolution, on the creation                           Mgmt       No Action         *
        of the authorized capital, and the
        correspondence amendment to the
        Article of Association. The Board of
        MDs shall authorized, wit the consent
        of the Supervisory Board, to increase
        the shares capital by up to EUR
        97,000,000 through the issue of new
        shares against contributions in cash
        or kind, on or before 15 APR 2009.
        Shareholders subscription rights may
        be excluded for a capital increase of
        up to 10% of the share capital against
        contribution in cash if the shares are
        issued at a price not materially below
        their market price, for the issue of
        shares against contributions in kind,
        for resid-ual amounts to
7.      Receive resolution, on the                                    Mgmt       No Action         *
        authorization to issue convertible
        and/or warrant bonds, the creation of
        contingent capital, and the
        correspondence amendment to the
        Article of Association. The Board of



        MDs shall authorized, wit the consent
        of the Supervisory Board, to issue
        bonds of up to EUR 600,000,000, having
        a term of up to 15 years and
        conferring convertible and/or option
        rights for shares of the Company, once
        or more than once on or before 15 APR
        2009. Shareholders shall be granted
        subscription rights except for the
        issue of bonds conferring convertible
        and.or option rights for shares of the
        Company up to 10% of the share capital
        at a price not materially below ther
        theoretical market value, for residual
        amounts, and for the issue of bonds to
        holders of previously issued
        convertible or option rights. The
        Compay s share captial shall increase
        accordingly by up to EUR 10,000,000
        through the issue of up to 10,000,000
        new shares,
8.      Receive resolution, ont he                                    Mgmt       No Action         *
        remuneration for the Supervisory
        Board, and the correspondence
        amendment to the Article of
        Association. Each member of the
        Supervisory Board shall receive a
        fixed annual remuneration of EUR
        50,000, a profit related remuneration
        fo EUR 250 for every EUR 0.01 of the
        earnings per share in excess of EUR
        0.60, and a performance-related
        remuneration of at least EUR 60,000.
        The Chairman one and a half times
        these amounts. Furthermore, the
        Supervisory Board shall receive EUR
        470,000 as remuneration for committee
        members
9.      Amend the Article of Association                              Mgmt       No Action         *
10.     Authorize to acquire own shares. The                          Mgmt       No Action         *
        Board of MDs shall be authorized to
        acquire shares of the Company of up to
        EUR 19,400,000, through the stock
        exchange at a price neither more than
        10% above, nor more than 20% below the
        market price of the sahres, or by way
        of a repurchase offer at a price not
        differing more than 20% from the
        market price of the shares, on or
        before 30 SEP 2005. The Board of MDs
        shall be authorized to retire the
        shares, to use the shares for
        acquisition purposes, to offer the
        shares to bondholders or to employees
        of the Company or its affiliates, and
        to use the shares within the scope of
        the Companys stock option



11.     Elect the Supervisory Board                                   Mgmt       No Action         *
12.     Approve the profit transfer                                   Mgmt       No Action         *
        agreements with the Companys wholly-
        owned subsidiaries Schering
        Deutschland Holding AG, Schering
        Finnland Holding GmbH, Pharma-
        Verlags-buchhandlung GmbH, Schering
        Versicherungs-Vermittlung GmbH, and
        Berlax 01 GmbH, effective until at
13.     Approve the control and profit                                Mgmt       No Action         *
        transfer agreement with the Companys
        wholly-owned subsidiary Schering
        International Holding GmbH, effective
        until at least 31 DEC 2008

- -------------------------------------------------------------------------------------------------------
THYSSENKRUPP AG, DUISBURG/ESSEN                                               Agenda: 700442344
     CUSIP: D8398Q119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 1/23/2004           ISIN: DE0007500001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        annual report for the FY 2002/2003
        with the report of the Supervisory
        Board, the Group financial statements
        and Group annual report
2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        257,244,522 as follows: payment of a
        dividend of EUR 0.50 per no-par
        share; EUR 8,460,621.50 shall be
        carried forward; and ex-dividend and
        payable date: 26 JAN 2004
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint KPMG, Berlin and Frankfurt as                         Mgmt       No Action         *
        the Auditors for the FY 2003/2004
6.      Amend the Articles of Association in                          Mgmt       No Action         *
        respect of the shareholders meeting
        having the power to approve stock
        dividends
7.      Authorize the company to acquire own                          Mgmt       No Action         *
        shares pursuant to sec. 71(1)8 of the
        German Stock Corporation Act of up to
        10% of the current share capital, at a
        price deviating neither more than 10%
        from the market price of the shares if
        they are acquired through the stock
        exchange, nor more than 20%



        if they acquired by way of a
        repurchase offer, on or before 22 JUL
        2005; and authorize the Board of
        Managing Directors to retire the
        shares, to dispose of the shares in a
        manner other than the stock exchange
        or an offer to all shareholders if the
        shares are sold at a price not
        materially below their market price,
        and to use the shares in connection
        with mergers and acquisitions or to
        satisfy convertible rights for shares
        of the Company
8.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to dispose of own shares
        acquired pursuant to Section 71(1)1 of
        the German Stock Corporation Act the
        16,921,243 own shares acquired by the
        Company in MAY of 2003, as well as to
        dispose of the shares in a manner
        other than the stock exchange or a
        rights offering if they are sold at a
        price not materially below their
        market price, to use the shares for
        acquisition purposes or for the
        satisfaction of convertible rights,
        and to offer the shares to employees;
        Authority expires on 22 JAN 2009
9.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors, with the consent of the
        Supervisory Board, to issue bonds of
        up to EUR 500,000,000, having a term
        of up to 20 years and conferring
        convertible rights for shares of the
        company, on or before 22 JAN 2009;
        approve that the shareholders be
        granted subscription rights, except
        for residual amounts, for the issue
        of bonds at a price not materially
        below their theoretical market value,
        and in order to grant such rights to
        holders of convertible bonds

- -------------------------------------------------------------------------------------------------------
TUI AG, HANNOVER                                                              Agenda: 700494850
     CUSIP: D8484K109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: DE0006952005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s Annual and                              Mgmt       No Action         *
        consolidated earnings and the report
        of the Supervisory Board for 2003
2.      Approve the use of the net profit for                         Mgmt       No Action         *
        the year with a possible dividend
        payment of EUR 0.77 per ordinary



3.      Grant discharge to the Managing Board                         Mgmt       No Action         *
4.      Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board
5.      Elect PWC AG, Hannover, as the                                Mgmt       No Action         *
        Auditors for 2004
6.      Approve the agreement according to                            Mgmt       No Action         *
        Stock Corporation Law on the issue of
        49.9% of the shares belonging to
        HAPAG-LLOYD AG in the Boerse
7.      Approve the change in the Corporate                           Mgmt       No Action         *
        purpose
8.      Approve to repeal the existing                                Mgmt       No Action         *
        authorized capital and authorize the
        Managers to raise the nominal capital
        with the possibility of an exclusion
        of subscription rights and a change
        of Articles accordingly
9.      Approve to repeal the authorized                              Mgmt       No Action         *
        capital according to Article 6 of TUI
        AG and Authorize the Managers to raise
        the nominal capital with the possible
        exclusion of subscription rights
        through the use of non cash
        contributions
10.     Approve to repeal the authorized                              Mgmt       No Action         *
        capital accordingly to Article 7 of
        TUI AG and authorize the Managers to
        raise the nominal capital with the
        possible exclusion of subscription
        rights according to the Stock
        Corporation Law
11.     Authorize the Managers to issue                               Mgmt       No Action         *
        warrant and convertible bonds with
        possible exclusion of subscription
        rights according to the Stock
        Corporation Law and the creation of a
        new conditional capital
12.     Grant authority to purchase own                               Mgmt       No Action         *
13.     Approve the inter Company Agreement                           Mgmt       No Action         *
        between TUI AG and HAPAG-LLOYD AG

- -------------------------------------------------------------------------------------------------------
VOLKSWAGEN AG, WOLFSBURG                                                      Agenda: 700467144
     CUSIP: D94523145                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: DE0007664005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the annual report for the FY 2003
        with the report of the Supervisory
        Board, the Group financial statements
        and Group annual report



2.      Approve the appropriation of the                              Mgmt       No Action         *
        distributable profit of EUR
        412,907,846.55 as follows: payment of
        a dividend of EUR 1.05 per ordinary
        shares; payment of a dividend of EUR
        1.11 per preference share; the
        reminder shall be carried forward ex-
        dividend and payable date: 23 APR
3.      Ratify the acts of the Board of                               Mgmt       No Action         *
        Managing Directors
4.      Ratify the acts of the Supervisory                            Mgmt       No Action         *
        Board
5.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors with the consent of the
        Supervisory Board, to increase the
        share capital by up to EUR 400,000
        through the issue of new bearer
        ordinary and/or preference shares
        against in cash payment on or before
        21 SEP 2004; shareholders shall be
        granted subscription rights except for
        residual amounts, for the issue of
        shares of up to EUR 100,000 if the new
        shares are issued at a price not
        materially below the market price of
        identical shares and for granting of
        such rights to bondholders, holders of
        one class of shares may not subscribe
        to the other class of shares and
        correspondingly amend the Articles of
        Association
6.      Authorize the Board of Managing                               Mgmt       No Action         *
        Directors to issue bearer bonds of up
        to EUR 5,000,000,000, having a term of
        up to 20 years and conferring option
        and convertible rights for new bearer
        ordinary and/or preference shares of
        the Company on or before 21 SEP 2004,
        and the shareholders subscription
        rights may be excluded for issue of
        bonds conferring option and/or
        convertible rights for new shares of
        the Company of up to EUR 100,000 of
        the share capital at a price not
        materially below their theoretical
        market value for residual amounts, for
        granting of such rights to other
        bondholders, and the Company s share
        capital shall be increased accordingly
        by up to EUR 100,000,000 through the
        issue of new bearer ordinary and/or
        preference shares, insofar as option
        and convertible rights are exercised;



7.      Approve the ordinary treasury shares                          Mgmt       No Action         *
        may be sold except for the purposes of
        securities trading, floated on foreign
        stock exchanges, used for acquisition
        purposes or for satisfying option
        and/or convertible rights, and
        retired; and authorize the Board of
        Managing Directors to acquire ordinary
        and/or preference shares of the
        Company of up to 10% of the share
        capital at a price differing neither
        more than 5% from the market price of
        the shares if the shares are acquired
        through the stock exchange, nor more
        than 20% if the shares are acquired by
        way of a re-purchase offer; Authority
        will be effective from 25 OCT 04 until
        22
8.      Approve the Company s Profit Transfer                         Mgmt       No Action         *
        Agreement with its wholly-owned
        subsidiary Volkswagen Coaching GmbH,
        effective from 01 JAN 2004
9.      Appoint PricewaterhouseCoopers                                Mgmt       No Action         *
        Deutsche Revision AG, Hanover as the
        Auditors for the FY 2004

- -------------------------------------------------------------------------------------------------------
ABERTIS INFRAESTRUCTURAS SA, BARCELONA                                        Agenda: 700483287
     CUSIP: E0003D111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/26/2004           ISIN: ES0111845014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 20 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.
1.      Approve the individual and                                    Mgmt       No Action         *
        consolidated annual and their
        corresponding Management reports for
        the FY 2003, as well as that of the
        Board of Directors
2.      Approve the capital increase through                          Mgmt       No Action         *
        the incorporation of reserves, and the
        consequent amendment of Article 5 of
        the Company Statutes and application
        for admission to negotiate in the
        official markets and other organised
        markets and authorize the Board of
        Directors and/or the Managing Director
        to determine the conditions of the
        increase which are not contemplated



3.      Ratify the Directors                                          Mgmt       No Action         *
4.      Approve the nomination of accounts                            Mgmt       No Action         *
        Auditors for the Company and its
        consolidated Group
5.      Authorize the Board of Directors of a                         Mgmt       No Action         *
        derivative acquisition of shares and
        their transfer
6.      Authorize the Board of Directors,                             Mgmt       No Action         *
        Executive Committee and Managing
        Director, to agree the issue of
        bonds, obligations or similar stocks,
        not convertible into shares, to the
        amount and timescale decided by the
        assembly, leaving the unavailable
        part under the previous delegation
7.      Approve the regulations of the                                Mgmt       No Action         *
        general assembly, amend Article 12 of
        the Company Statutes and approve the
        regulations of the Board of
8.      Approve the consolidated balance                              Mgmt       No Action         *
        sheet, the merger project and the
        merger of Abertisinfraestructuras,
        S.A. and Ibericade Autopistas, S.A.,
        inclusion of the merger in the special
        tax category for mergers, takeovers
        and split-offs provided under
        Corporate Tax Law 43/1995
9.      Grant authority for the formalization                         Mgmt       No Action         *
        and execution of all agreements
        adopted by the assembly, undertakingas
        many meetings as necessary until
        registration can be made in the
        Companies register

- -------------------------------------------------------------------------------------------------------
ABERTIS INFRAESTRUCTURAS SA, BARCELONA                                        Agenda: 700406906
     CUSIP: E0003D111                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 9/15/2003           ISIN: ES0111845014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE A                       Voting
        SECOND CALL ON 16 SEP 2003.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS
1.      Approve the accounting on 31 MAY                              Mgmt       No Action         *
        2003, to the effects of the foreseen
        in Article 157 of the Law of the
        Corporations



2.      Approve, the capital increase against                         Mgmt       No Action         *
        reserves and the corresponding
        modifications to the 5th Article of
        the Corporation By-law; and the
        request of admission to negotiation on
        the stock exchange
3.      Approve the delegation of all the                             Mgmt       No Action         *
        faculties for the formalization and
        execution of all the agreements
        adopted in the meeting, carrying out
        all acts until they are recorded in
        the Mercantile Register

- -------------------------------------------------------------------------------------------------------
ACCIONA SA, MADRID                                                            Agenda: 700480926
     CUSIP: E0008Z109                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/25/2004           ISIN: ES0125220311
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT IN THE EVENT THE                             Non-       No Action         *
        QUORUM IS NOT REACHED, THERE WILL BE                         Voting
        A SECOND CALL ON 26 APR 2004 AT 1200
1.      Approve the annual accounts of                                Mgmt       No Action         *
        Acciona S.A and its consolidated
        Group, all the aforementioned related
        to the FY 2003
10.     Approve the delegation of faculties                           Mgmt       No Action         *
        of the Board of Directors to develop,
        interpret, rectify and execute the
        agreements adopted by the shareholders
        general meeting
2.      Approve to review the management                              Mgmt       No Action         *
        reports of both Acciona S.A and its
        consolidated Group and if appropriate
        of the Corporate Deeds, all the
        aforementioned related to the FY 2003
3.      Approve the income distribution for                           Mgmt       No Action         *
        FY 2003
4.      Amend Articles 7,8,11,13,16 and 18 of                         Mgmt       No Action         *
        the Corporate Statutes and add new
        Articles 14 BIS, 18 BIS, 22 BIS, 28
        BIS and 47 and renumber Articles in
        general
5.      Approve to delegate in favour of the                          Mgmt       No Action         *
        Board of Directors for a maximum
        period of 5 years, to increase the
        capital stock in one or more items
        with in the Legal requirements and
        limits



6.      Approve to delegate in favour of the                          Mgmt       No Action         *
        Board of Directors for a period of 5
        years, to issue convertible or
        exchangeable bonds, other fixed
        income securities, warrants,
        promissory notes and preferred
        securities within the legal
7.      Approve the rules of shareholders                             Mgmt       No Action         *
        general meeting
8.      Authorize Acciona, S,A to acquire its                         Mgmt       No Action         *
        treasury stock and cancel the
        authority granted to shareholders
        general meeting 2003
9.      Re-elect or re-appoint the Auditors                           Mgmt       No Action         *
        of both, Acciona S.A. and its Group
        if necessary

- -------------------------------------------------------------------------------------------------------
ACERINOX SA, MADRID                                                           Agenda: 700523194
     CUSIP: E0060D103                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/9/2004            ISIN: ES0132105331
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE A                       Voting
        SECOND CALL ON 10 JUN 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
1.      Approve and review, if appropriate,                           Mgmt       No Action         *
        the annual accounts balance sheet,
        profit and loss
2.      Approve, if appropriate, the                                  Mgmt       No Action         *
        performance of the Board of Directors
        related to the FY 2003, and the two
        interim dividend payments paid on 05
        JAN 2004 and 15 APR 2004
3.      Appoint the Accounts Auditors of                              Mgmt       No Action         *
        Acerinox, S.A. and its consolidated
        Group
4.      Approve the cancellation of the                               Mgmt       No Action         *
        authority granted to the Board to
        acquire its treasury stock and new
        authorization to the Board of
        Directors to the acquisition of its
        own portfolio directly or through its
        subsidiaries within the legal
        requirements and limits
5.      Approve the nominal value decrease                            Mgmt       No Action         *
        from 1 EURO to 0.25 EURO per share,
        and stock split with ratio of 4 new



        shares per every 1 old share without
        changes in the share capital amount;
        and amend the Article 5 of the
        Corporate Bylaws
6.      Amend the Article 14 and 15 of the                            Mgmt       No Action         *
        Corporate Bylaws
7.      Approve the returning of the issuance                         Mgmt       No Action         *
        premium to the shareholders
8.      Amend the Article 5 and 6 of the                              Mgmt       No Action         *
        Corporate Bylaws
9.      Appoint and reelect, if appropriate,                          Mgmt       No Action         *
        the Directors
10.     Approve the delegation of faculties                           Mgmt       No Action         *
        to the Board to execute and formalize
        the agreements adopted by the
11.     Appoint the Inspectors to approve the                         Mgmt       No Action         *
        minutes of the meeting

- -------------------------------------------------------------------------------------------------------
ALTADIS SA                                                                    Agenda: 700522003
     CUSIP: E0432C106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/15/2004           ISIN: ES0177040013
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        In accordance with current legal                              Non-       No Action         *
        regulations and the Company By-laws,                         Voting
        at its meeting on 11 May 2004, and
        with the required presence of its
        Legal Representative, the Board of
        Directors of Altadis, S.A.,
        unanimously resolved to call an
        Ordinary General Meeting of
        Shareholders, to be held at second
        call in Madrid, at the IFEMA,
        Auditorium (2nd Floor), Parque Ferial
        Juan Carlos I, Campo de las
        Naciones, at 16:00, on June 15th 2004
        (in the event that the meeting is
        not held at first notice, likewise
        called at the same place and time the
        previous day, June 14th 2003) to
        discuss and decide upon the following
        items (Please also be advised that
        additional information concerning
        Altadis, S.A. can also be viewed on
        the Company s website:



1.      Examination and approval, if                                  Mgmt       No Action         *
        applicable, of the Annual Accounts
        (Balance Sheet, Profit and Loss
        Account and Report) and the Management
        Report, as well as the Management of
        the Board of Directors, for the year
        2003, of ALTADIS, S.A. and its
        Consolidated Group and the proposed
        application of results and
        distribution of dividends. It is
        proposed to approve the Annual
        Accounts (Balance Sheet, Profit and
        Loss Account and Report), and the
        Management Report for the year ended
        31 December 2003 of the Company and
        its Consolidated Group, and to approve
        the corporate management and decide on
        the application of the results which
        consists of paying, from the profits
        of the year (Euro 291,353 thousand), a
        dividend of Euro 0.80 per share. The
        remainder shall be destined to
        increase the balance of the voluntary
        reserves of Altadis, S.A.
        Consequently, the resolution of the
        Board to pay a dividend of Euro 0.35
        per share is ratified and it is
        proposed to pay a supplementary
        dividend in the amount of Euro 0.45
        per share, on 22 June 2004, which
        would bring the total dividend of the
        year to Euro 0.80 per share
2.      Ratification of Board Members. In                             Mgmt       No Action         *
        accordance with Article 34 of the By-
        laws, it is proposed to ratify the
        appointment as Members of the Board
        of Directors of those Directors
        appointed by co-optation to occupy
        such posts during the time-period
        from the Ordinary General
        Shareholders Meeting of 10 June 2003
        up to the date of the present General
3.      Appointment or re-election of                                 Mgmt       No Action         *
        Auditors of ALTADIS, S.A. and its
        Consolidated Group for 2004. It is
        proposed to re-elect as Auditors of
        the Company and its Consolidated
        Group, the Company Deloitte & Touche
        Espana, S.L., which will carry out
        the audit for 2004, empowering the
        Board of Directors, which may delegate
        to this end the Audit and Control
        Committee, to enter into the
        corresponding service agreement, based
        on the remuneration for the previous
        year, with the clauses and



        conditions it may deem convenient,
        having also the powers to carry out
        any modifications as may be pertinent
        in accordance with the legislation
4.      Reduction of share capital by way of                          Mgmt       No Action         *
        amortisation of own shares, giving
        rise to revised text of By-laws
        article on share capital. The
        resolution put forward for the
        approval of the General Shareholders
        Meeting by the Board of Directors in
        relation with this matter is
        transcribed below: Reduce the share
        capital of the Company in the amount
        of Euro 4.350.000, by way of
        amortisation of 7.250.000 own shares
        currently in treasury stock, which
        have been previously acquired under
        authorisation from the General
        Shareholders Meeting, within the scope
        of Articles 75 and onwards and under
        additional provision 1, section 2, of
        the Companies Act. Consequently,
        Article 5 of the By- laws is modified
        concerning the figure for the share
        capital, and shall read as follows:
        Article 5 - Share Capital The share
        capital is ONE HUNDRED AND SIXTY-NINE
        MILLION, NINE HUNDRED AND THIRTY-TWO
        THOUSAND, EIGHT HUNDRED AND FIFTY-FIVE
        EURO AND SIXTY CENT (Euro
        169,932,855.60), represented by TWO
        HUNDRED AND EIGHTY-THREE MILLION, TWO
        HUNDRED AND TWENTY-ONE THOUSAND, FOUR
        HUNDRED AND TWENTY-SIX shares
        (283,221,426 shares) of 0.60 nominal
        Euro each, all of the same type,
        numbered from 1 to 283,221,426
        inclusive, fully subscribed and paid
        up. The reduction should be carried
        out in a maximum time period of six
        months, from the date of the present
        resolution. The reduction of capital
        is charged to reserves, cancelling the
        unavailable reserve referred to in
        Article 79.3 of the Companies Act. The
        reduction does not bring about any
        return of contributions given that the
        Company itself is the owner of the
        amortised shares. Therefore, the
        purpose of the reduction shall be to
        amortise own shares. It is proposed to
        delegate to the Board of Directors the
        carrying out of any procedures which
        may be necessary under Law in order to
        complete or



        rectify, as the case may be, that
        which is adopted here and, in
        particular, in order that the Board of
        Directors may: request that the
        amortised shares are not quoted, as
        established under applicable
        legislation; draft and publish, where
        necessary, the announcements referred
        to in Article 165 of the Companies
        Act; should the right to oppose be
        exercised by any of the holders of the
        same, where applicable, comply with
        the requirements established in
        Article 166, section 3, of the Act;
        and, in general, adopt any resolutions
        and carry out any acts which may be
        necessary in order to reduce the
        capital and amortise the shares, with
        express powers to rectify or
        complement previous resolutions
        depending on the verbal or written
        qualification given by the Mercantile
        Registrar, granting the corresponding
        public deed(s), and designating the
        person(s) who may intervene in the
        formalisation of the same. It is also
        proposed to delegate,
        indiscriminately, to the Chairman of
        the Board of Directors and the
        Secretary of the Board, the powers
        necessary in order to formalise the
        present resolution, being able, to
        this effect, to grant any type of
        public or private document, including
        to complement or rectify the
        resolution, and in order to proceed
        with the registration of the same in
        the corresponding
5.      Authorisation to the Board of                                 Mgmt       No Action         *
        Directors to acquire own shares,
        directly or through Group entities,
        within the limits and in accordance
        with the legal requirements, for a
        maximum period of eighteen months,
        rendering null and void that part not
        used of the authorisation granted by
        the General Shareholders Meeting of 10
        June 2003, and authorisation for the
        sale and/or application of these
        shares to the remuneration systems
        envisaged in Article 75 of the
        Companies Act. It is proposed to
        expressly authorise the Board of
        Directors, in accordance with Article
        75 of the revised text in force of the
        Companies Act, to acquire shares



        of ALTADIS, S.A., either directly by
        the Company itself or indirectly
        through entities of its Group, up to a
        maximum amount of shares representing
        5% of the share capital and at a price
        or value which may not be less than
        the nominal value of the shares or
        greater than their quoted price on the
        Stock Exchange. The acquisition for
        which authorisation is requested may
        be effected by way of purchase,
        exchange, donation, attribution, or
        granting of payment and, in general,
        by any other method of acquisition by
        payment of shares in circulation and
        fully paid up, including the use of
        financial instruments, in particular
        all those options operations (puts and
        calls), and for a maximum period of
        eighteen months to run from the
        adoption of this resolution. These
        shares which are acquired shall not
        enjoy any public right, not even the
        voting right, the economic rights
        which correspond to them being
        attributed proportionally to the rest
        of the shares in accordance with
        Article 79 of the Act. The Board of
        Directors is authorised to create at
        the time of acquisition of the shares,
        a special unavailable reserve on the
        debit side of its balance sheet which
        shall be charged to freely available
        reserves in an amount equivalent to
        the acquisition value of the said
        shares. This authorisation renders
        null and void that agreed by the
        General Shareholders Meeting on 10
        June 2003. Similarly, and in
        accordance with paragraph 2 of point 1
        of Article 75 of the Companies Act,
        express authorisation is granted for
        the acquisition of the shares of the
        Company by any of the Group companies
        under the terms contained herein. It
        is expressly stated that the shares
        which are acquired as a result of this
        authorisation may be allocated either
        for sale or for application to the
        remuneration systems outlined in the
        third paragraph of section 1 of
        Article 75 of the Companies Act. The
        Board of Directors shall, when
        applicable, decide upon the sale,
        maintenance or amortisation of the



6.      Authorisation to the Board of                                 Mgmt       No Action         *
        Directors to issue on one or various
        occasions non-convertible debentures,
        bonds or any other values, shares and
        effects as may be used to create or
        recognise a debt, under the terms,
        time limits and conditions legally
        established, rendering null and void
        the previous authorisation, not used,
        conceded for this purpose by the
        General Shareholders Meeting. It is
        proposed to authorise the Board of
        Directors, in the widest scope
        permitted by law, to issue, in
        accordance with the requirements
        indicated by legislation in force,
        non-convertible debentures or bonds of
        any type, promissory notes, stock
        options or other similar values with
        or without option and, in general, any
        other value or financial instrument,
        represented by shares or accounting
        entries, in Euro or any other
        currency, as well as to approve plans
        or programmes for the issue of bonds,
        debentures, promissory notes or
        warrants. The above may be issued, at
        the discretion of the Board, either on
        one occasion or on as many occasions
        as the Board itself may deem fit, and
        the Board, in turn, may delegate the
        power invested in it, in accordance
        with the law, to other Board Members,
        to the Secretary of the Board and to
        the CFO of the Group in cases of
        approval of programmes or plans for
        issue of bonds, debentures, promissory
        notes or warrants, in order that they
        may specify the conditions of issue in
        line with the basis of the plan or
        programme of issue approved by the
        Board of Directors. This delegation of
        powers includes the power to designate
        the Intervening body and to set terms
        and conditions in accordance with
        applicable legislation. This
        authorisation is granted for the
        maximum time permitted by the
        legislation in force and renders null
        and void the former authorisation
        granted by the General



7.      Modification of Article 22 of the By-                         Mgmt       No Action         *
        laws (eliminates the need to hold at
        least 50 shares to be entitled to
        attend the General Shareholders
        Meeting), Article 23 (includes
        conferring representation by way of
        remote communication), Article 25
        (eliminates the requirement for
        qualified quorums and majorities for
        the adoption of certain resolutions
        and includes the exercise or
        delegation of voting right via e-mail
        or any other means of remote
        communication) and Article 28
        (broadens the scope of shareholders
        right to information). It is proposed
        to modify the By-laws, as proposed by
        the Board of Directors, and consisting
        of the modification of Article 22 of
        the By-laws (eliminates the need to
        hold at least 50 shares to be entitled
        to attend the General Shareholders
        Meeting), Article 23 (includes
        conferring representation by way of
        remote communication), Article 25
        (eliminates the requirement for
        qualified quorums and majorities for
        the adoption of certain resolutions
        and includes the exercise or
        delegation of voting right via e-mail
        or any other means of remote
        communication) and Article 28
        (broadens the scope of shareholders
        right to information), with the
        following text: ARTICLE 22.- RIGHT TO
        ATTEND 1.- All of the Company
        shareholders shall be entitled to
        attend the General Shareholders
        Meeting, provided their shares are
        duly registered in the Accounting
        Register of the authorised entity five
        days prior to the date on which the
        Shareholders Meeting is to be held,
        and provided they retain ownership of
        these shares on that date. 2.- The
        members of the Board of Directors must
        attend the Shareholders Meeting. If
        the Chairman considers it necessary,
        the Shareholders Meeting may be
        attended by the General Managers and
        all other executives or technical
        experts of the Company as well as any
        other persons whose attendance is
        conducive to the effective progress of
        the Meeting. ARTICLE 23.-
        REPRESENTATION AT THE GENERAL
        SHAREHOLDERS MEETING



        1.- All shareholders may be
        represented at the General
        Shareholders Meeting by any other
        shareholder entitled to attend in
        his/her own right, without prejudice
        to the provisions of Article 108 of
        the Companies Act. 2.- In the same way
        legal entities and minors or disabled
        persons shall attend the General
        Shareholders Meeting through their
        authorised representatives who may,
        likewise, delegate such representation
        to another shareholder. 3.- Such
        representation shall be conferred
        either in writing or by any other
        means of remote communication which
        complies with the requirements
        established by Law, and shall be
        specific for each Shareholders
        Meeting. 4.- Representation may be
        rejected where this is conferred to
        the trustee or ostensible partner.
        ARTICLE 25.- QUORUM AND MAJORITIES
        1.- Both Ordinary and Extraordinary
        Shareholders Meetings shall be deemed
        to be validly convened where, at first
        or second call, the portion of the
        share capital stipulated in this
        respect as the minimum by current
        legislation in each case is present or
        represented. 2.- Resolutions must be
        adopted by one half plus one of the
        votes attached to the shares present
        or represented, except where the Law
        requires a greater majority. 3.- The
        right to vote on proposals regarding
        the matters on the Agenda at any type
        of General Shareholders Meeting may be
        delegated or exercised by the
        shareholders by post, electronic mail
        or any other means of remote
        communication, provided that the
        identity of the party exercising
        his/her right to vote is duly
        established. ARTICLE 28.- SHAREHOLDERS
        RIGHT TO INFORMATION 1.- Up to the
        seventh day prior to the planned date
        of the General Shareholders Meeting,
        shareholders may request that the
        Board of Directors provides
        information or clarifications with
        respect to the matters on the Agenda,
        and may present the questions they
        deem appropriate in writing. Likewise,



        shareholders may request information
        or clarifications or may formulate
        questions in writing regarding the
        information available to the public
        which the Company has communicated to
        the National Securities Commission
        since the last General Shareholders
        Meeting. The Members of the Board
        shall be obliged to provide the
        information requested in accordance
        with the preceding paragraph, in
        writing, up to the date on which the
        General Shareholders Meeting is held.
        2.- During the course of the General
        Shareholders Meeting, shareholders may
        verbally request the information or
        clarifications they deem appropriate
        regarding the matters on the Agenda.
        Should it not be possible to respond
        to such a request at the time, the
        Members of the Board shall be obliged
        to provide the requested information
        in writing, within the seven days
        following the conclusion of the
        General Shareholders Meeting. 3.- The
        Members of the Board shall be obliged
        to provide the information requested
        in accordance with the provisions
        established herein, save where the
        Chairman judges that the disclosure of
        such information may be detrimental to
        the Company s interests, as set out in
        the Regulations of the General
        Shareholders Meeting. 4.- The request
        for information may not be
8.      Examination and approval, as the case                         Mgmt       No Action         *
        may be, of the Regulations of the
        General Shareholders Meeting of
        Altadis, S.A. It is proposed to
        approve the Draft Regulations of the
        General Shareholders Meeting of
        Altadis, S.A., as presented to the
        Meeting by the Board of Directors of
        the Company, the complete text of
        which is attached hereto
9.      Delegation of powers to formalise,                            Mgmt       No Action         *
        interpret, rectify, register and
        execute the resolutions adopted by the
        General Shareholders Meeting. It is
        proposed to delegate to the Board of
        Directors, in the widest scope
        possible, including the power to
        delegate totally or partially the
        powers received in the Executive



        Committee, as many powers as may be
        necessary in order to supplement,
        develop, execute and rectify any of
        the resolutions adopted by the General
        Shareholders Meeting. The power to
        rectify shall encompass the power to
        make as many modifications, amendments
        and additions as may be necessary or
        convenient as a consequence of
        reservations or observations raised by
        the regulating bodies of the stock
        market, the stock exchanges, the
        Mercantile Registry and any other
        public authority with competence in
        relation to the resolutions adopted.
        In the same way, it is proposed to
        delegate, indiscriminately, to the
        Chairman of the Board of Directors and
        the Secretary of the Board the powers
        necessary to formalise the resolutions
        adopted by the General Shareholders
        Meeting, and to register those which
        may be subject to this requirement,
        totally or partially, being able to
        this effect to grant any type of
        document, either public or private

- -------------------------------------------------------------------------------------------------------
AMADEUS GLOBAL TRAVEL DISTRIBUTION SA                                         Agenda: 700529689
     CUSIP: E0463L199                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/14/2004           ISIN: ES0109169013
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the annual accounts balance                           Mgmt       No Action         *
        sheet, profit and loss account and
        annual report and the Management
        report of the Company, all the
        aforementioned related to the FY 2003
2.      Approve the consolidated annual                               Mgmt       No Action         *
        accounts balance sheet, profit and
        loss account and annual report and
        the Management report of the Company
        and its consolidated Group, all the
        aforementioned related to the FY 2003
3.      Approve the income distribution                               Mgmt       No Action         *
        proposal related to the FY 2003
4.      Approve the performance of the Board                          Mgmt       No Action         *
        of Directors related to the FY 2003
5.      Approve the resignation of the                                Mgmt       No Action         *
        Directors, ratification, appointment
        and reelection of the Directors
6.      Approve to renew the appointment of                           Mgmt       No Action         *
        the Accounts Auditors of the Company
        and its Consolidated Group



7.      Approve the capital decrease with                             Mgmt       No Action         *
        return of disbursement by the
        redemption of 48,539,400 shares of
        class B; and amend Article 5 of the
        Corporate Bylaws
8.      Amend Articles 12, 14, 17, 20, 22,                            Mgmt       No Action         *
        23, 27, 30, 32 and 33, and addition
        of the Articles 17 BIS and 21 BIS
9.      Approve the regulation of the                                 Mgmt       No Action         *
        shareholders meeting
10.     Approve the modification of the stock                         Mgmt       No Action         *
        options
11.     Authorize the Board to acquire, at                            Mgmt       No Action         *
        one or several times, directly or
        through a holding Company, its
        treasury stock, within the legal
        requirements and limits



12.     Adopt the delegation of faculties to                          Mgmt       No Action         *
        formalize, raise to public deed and
        execute the agreements

- -------------------------------------------------------------------------------------------------------
ANTENA 3 DE TELEVISION SA, MADRID                                             Agenda: 700505398
     CUSIP: E05009142                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: ES0109427635
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the annual statements                                 Mgmt       No Action         *
        balance sheet, loss and profit account
        and annual report, performing report
        of Antena 3 DE Television, SA and its
        consolidated Group and management
        report, all relating FY 2003 and the
        allocation
2.      Approve to take the necessary actions                         Mgmt       No Action         *
        to maintain the stability of the
        holding Company Uniprex, Sau
3.      Ratify the Directors appointed by the                         Mgmt       No Action         *
        Board of Directors in the last
        shareholders general meeting
4.      Approve to determine the maximum                              Mgmt       No Action         *
        aggregated amount per year to be paid
        to the Directors of the Company
5.      Approve the triannual plan of                                 Mgmt       No Action         *
        floating emoluments and fidelization
        of executives of Grupo Antena 3
6.      Grant authority to acquire its                                Mgmt       No Action         *
        treasury stock, directly or through
        its consolidated Group, and grant
        authority, if pertinent, to apply the
        own portfolio to satisfy the
        emoluments resulting from the
        triannual plan and the fidelization
        of the aforementioned item
7.      Appoint the Accounts Auditors of                              Mgmt       No Action         *
        Antena 3 De Television, SA and its
        consolidated Group
8.      Grant authority to formalize,                                 Mgmt       No Action         *
        interpret, correct and implement the
        resolutions adopted on the
        shareholder meeting, canceling the
        powers granted to the Board of
        Directors on the meeting, and to
        raise the agreements to public deed

- -------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA BBVA,                                      Agenda: 700453119
     CUSIP: E11805103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/27/2004           ISIN: ES0113211835
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the annual accounts balance                           Mgmt       No Action         *
        sheet, profit and loss account and
        annual report and the management
        report of the Banco Bilbao Vizcaya
        Argentaria, S.A. and its consolidated
        financial Group, the application of
        earnings, dividend distribution and
        the Corporate management
10.     Approve to transfer freely available                          Mgmt       No Action         *
        reserves to a special fund for
        covering the costs of possible
        extraordinary plans for early
        retirements, to the amount and under
        the terms and conditions that the
        Bank of Spain may authorize
11.     Authorize the Board of Directors,                             Mgmt       No Action         *
        with express right for its
        substitution, to formalize, correct,
        interpret and implement resolutions
        adopted by this shareholders meeting
2.      Approve to cancel the resolution                              Mgmt       No Action         *
        adopted by the ordinary general
        shareholders meeting held on 09 MAR
        2002 under item three of the agenda,
        partially executed by the Board of
        Directors, and to delegate to the
        Board of Directors the power to set an
        increase, fully or in part, of the 50%
        of the share capital issued at the
        authorization date, with a deadline of
        five years, and for an amount to be
        decided by the Board of Directors, by
        increasing the nominal value of the
        existing shares or issuing new
        ordinary, privileged or other legally
        permitted shares, with our without
        voting rights, with or without the
        right of preferential subscription, in
        accordance with the provisions of
        article 161.1 of the Spanish Company
        Law ley de sociedades anonimas and
        also to empower the Board to reword
        Article 5 of the Corporate By-law
        regarding
3.      Approve to cancel the resolutions                             Mgmt       No Action         *
        adopted by the Company s general
        shareholder s meeting of 09 MAR 2002,
        under item four of the agenda, and
        to authorize to the Board of
        Directors to issue bonds, convertible
        and/or exchangeable with the bank
        shares, for a maximum face amount of
        EUR 71,750,000,000
4.      Amend the following Articles of the                           Mgmt       No Action         *
        Corporate Bye-laws: Article 24,



        Article 29, Article 31, Article 34,
        Article 35, Article 37, Article 38 and
        Article 45
5.      Approve the general meeting code of                           Mgmt       No Action         *
        conduct, when appropriate; and
        acknowledge the Board of Directors
        code of conduct to the general
6.      Approve to delegate the powers for                            Mgmt       No Action         *
        requesting the admission and
        exclusion of quotation on the foreign
        stock exchange markets of the Banco
        Bilbao Vizcaya Argentaria, S.A.
7.      Authorize the Company to acquire its                          Mgmt       No Action         *
        treasury stock, directly or through
        its Group Companies, in accordance
        with Article 75 of the Spanish Company
        Law ley de sociedades anonimas,
        establishing the limits or
        requirements for these acquisitions,
        and with the express power of reducing
        the share capital to amortize treasury
        stock, to delegate to the Board of
        Directors the powers necessary to
        implement the resolutions of the
        general meeting in this respect,
        canceling the authorization granted by
        the general shareholders meeting held
        on 01 MAR
8.      Re-elect the Auditors for 2004                                Mgmt       No Action         *
9.      Ratify and re-elect, when                                     Mgmt       No Action         *
        appropriate, of Members of the Board

- -------------------------------------------------------------------------------------------------------
BANCO POPULAR ESPANOL SA, MADRID                                              Agenda: 700534034
     CUSIP: E19550156                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: ES0113790234
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the annual accounts and                               Mgmt       No Action         *
        Management Report of Banco Popular
        Espanol S.A. and its Consolidated
        Group and distribute results and
        performance of the Board, all the
        aforementioned related to FY 2003
2.      Re-elect and ratify the Directors                             Mgmt       No Action         *
3.      Re-elect the Auditors                                         Mgmt       No Action         *
4.      Approve to modify the Articles                                Mgmt       No Action         *
        14,15,16,18 and 21 of the Corporate
        By-laws
5.      Approve the regulation of the                                 Mgmt       No Action         *
        meeting, and the information about
        the rules of the Board of Directors



6.      Authorize the Board to acquire its                            Mgmt       No Action         *
        own treasury stock, within the legal
        requirements and limits, to redemp
        them and reduce the share capital in
        a maximum amount of 5%
7.      Approve to transfer the disposable                            Mgmt       No Action         *
        reserves to ANS Special Fond to cover
        the Early Retirements Plans, in
        accordance to rules established by
        Banco De Espana
8.      Authorize the Board to formalize,                             Mgmt       No Action         *
        interpret, rectify and execute the
        agreements adopted

- -------------------------------------------------------------------------------------------------------
BANCO SANTANDER CENTRAL HISPANO, S.A.,                                        Agenda: 700524487
SANTANDER
     CUSIP: E19790109                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/19/2004           ISIN: ES0113900J37
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE BE INFORMED THAT ADDITIONAL                            Non-       No Action         *
        INFORMATION CONCERNING THE GENERAL                           Voting
        MEETING OF BANCO SANTANDER CENTRAL
        HISPANO SA CAN ALSO BE VIEWED IN THE
        URL LINKS PROVIDED IN THIS
        NOTIFICATION. IF YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE. THANK YOU.
1.      Review and approval, where                                    Mgmt       No Action         *
        appropriate, of the annual accounts
        Balance Sheet, Income Statement and
        Annual Report and of the management
        of Banco Santander Central Hispano,
        S.A., and its consolidated Group,
        relating to 2003.
10.     Empowering of the Board to interpret,                         Mgmt       No Action         *
        correct, complement, execute and
        develop the agreements adopted by the
        Meeting, as well as to substitute the
        powers received from the Meeting, and
        grant the Board powers to publicly
        register such agreements.
11.     Inform the meeting of the Regulations                         Mgmt       No Action         *
        of the Board, in accordance with
        Article 115 of Law 24/1988, of 28 JUL,
        of the securities market.
2.      Distribution of the 2003 earnings.                            Mgmt       No Action         *
3.      Board of Directors: Re-election and                           Mgmt       No Action         *
        ratification of Directors.
4.      Re-election of the auditing firm for                          Mgmt       No Action         *
        2004.



5.      Authorization for the Bank and its                            Mgmt       No Action         *
        subsidiaries to acquire the Bank s
        shares under the terms of Article 75
        and the first additional regulation of
        the Law of Limited Companies, leaving
        without effect the unused part of the
        authorization granted by the AGM on 21
        JUN 2003.
6.      Amendment of the Corporate By-Laws:                           Mgmt       No Action         *
        Article 8 Iberclear, new name,
        Article 15 elimination of the
        requirement to own 100 shares in order
        to attend a shareholders meeting,
        Article 16 delegation via a distance
        means of communication, Article 22
        modification reference to Article32,
        Article 23 list of those attending,
        introduction of new Article 24 vote
        via a distance means communication and
        subsequent renumbering of all Articles
        between 24, which will be re-numbered
        25, and 46 which will re-numbered 47;
        current 25 and new 26 right of
        information, current 31 and new 32
        duties of Directors, current 35 and
        new 36 meeting and adoption of Board s
        agreements, current 36 and new 37
        modification reference to Article 35,
        and current 45 and new 46 electronic
        and distance means communications
        between the Bank and
7.      Substitution of the present                                   Mgmt       No Action         *
        Regulation of Shareholders Meetings
        by a new Regulation.
8.      Empowering of the Board to execute                            Mgmt       No Action         *
        the agreement to be adopted by the
        Meeting to increase the capital, in
        accordance with Article 153.1a) of
        the Law of Limited Companies, leaving
        without effect the eighth agreement
        of the AGM on 21 JUN 2003.
9.      Empowering of the Board to issue                              Mgmt       No Action         *
        bonds that are not convertible into

- -------------------------------------------------------------------------------------------------------
ENDESA SA, MADRID                                                             Agenda: 700460049
     CUSIP: E41222113                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: ES0130670112
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE MEETING HELD ON                          Non-       No Action         *
        01 APR 2004 HAS BEEN POSTPONED DUE TO                        Voting
        LACK OF QUORUM AND THAT THE SECOND
        CONVOCATION WILL BE HELD ON 02 APR
        2004.



        IF YOU HAVE ALREADY SENT YOUR VOTES,
        PLEASE DO NOT RETURN THIS PROXY FORM
        UNLESS YOU DECIDE TO AMEND YOUR
        ORIGINAL INSTRUCTIONS.
1.      Examine and, if appropriate, approval                         Mgmt       No Action         *
        of the financial statements and
        Management report of the Company and
        of its Consolidated Group for the year
        ended December 31, 2003, as well as
        the conduct of the Company s business
        in that fiscal year.
2.      Appropriation of income for the year                          Mgmt       No Action         *
        and distribution of dividend.
3.      Amend the Corporate Bylaws. a) New                            Mgmt       No Action         *
        wording for the following Articles of
        the current corporate Bylaws: Article
        16 (Issue of debentures) and Article
        33 (Right to information). b)
        Insertion of one new Article into the
        current corporate Bylaws, namely,
        Article 30 bis (Voting and
        representation by remote means of
        communication).
4.      Amend the Stockholders meeting                                Mgmt       No Action         *
        Regulations. a) New wording for the
        following Articles of the current
        Stockholders Meeting Regulations:
        Article 9 (Right to information),
        Article 12 (Public proxy solicitation)
        and Article 18 (Speeches). b)
        Insertion of one new Article into the
        current Stockholders Meeting
        Regulations, namely Article 20 bis
        (Voting and representation by remote
        means of communication).
5.      Appointment, assignment, ratification                         Mgmt       No Action         *
        and renewal per the Bylaws of
        Directors.f Directors
6.      Appointment of auditors for the                               Mgmt       No Action         *
        Company and its Consolidated Group.
7.      Authority for the Company and its                             Mgmt       No Action         *
        subsidiaries to acquire treasury
        stock under the provisions of Article
        75 and Additional Provision 1 of the
        Corporations Law.
8.      Authority for the Board of Directors                          Mgmt       No Action         *
        to carry out, implement and, if
        appropriate, rectify any resolutions
        adopted by the Stockholders Meeting
        and to delegate any powers received
        by it from the Stockholders Meeting,
        and granting of powers to have those
        resolutions recorded in a public
9.      Information for the Stockholders                              Mgmt       No Action         *
        meeting concerning the Board
        Regulations



- -------------------------------------------------------------------------------------------------------
FOMENTO DE CONSTRUCCIONES Y CONTRATAS SA FCC,                                 Agenda: 700525388
 BARCELONA
     CUSIP: E52236143                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: ES0122060314
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and examine, where                                    Mgmt       No Action         *
        appropriate, the annual accounts
        (balance sheet, income statement and
        annual report) and the Management of
        the Fomento De Construcciones Y
        Contratas S.A. and its Consolidated
        Group, relating to 2003
2.      Approve the distribution of 2003                              Mgmt       No Action         *
        earnings
3.      Amend the Articles 12, 19, 23, 24,                            Mgmt       No Action         *
        33 and 34 of the Corporate By Laws
4.      Approve the regulations of the                                Mgmt       No Action         *
        shareholders meetings
5.      Ratify, appoint and renew the                                 Mgmt       No Action         *
6.      Grant authority for the derivative                            Mgmt       No Action         *
        acquisition of its own capital shares
        directly or through its subsidiaries
        within the legal requirements and
        limits
7.      Approve the renewal of the Auditors                           Mgmt       No Action         *
        account for the Company and its
        Consolidated Group
8.      Authorize the Board to interpret,                             Mgmt       No Action         *
        correct, complement, execute and
        develop the agreements adopted by the
        meeting
9.      Approve the minutes of the meeting                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
GAS NATURAL SDG SA, BARCELONA                                                 Agenda: 700481271
     CUSIP: E5499B123                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/14/2004           ISIN: ES0116870314
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 08 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.



1.      Approve the annual accounts,                                  Mgmt       No Action         *
        Management report of both Gas Natural
        SDG, S.A and its consolidated Group,
        income distribution and deeds of the
        Board related to the FY 2003
2.      Approve to transfer from the optional                         Mgmt       No Action         *
        redemption s account to the voluntary
        reserves account as per the royal
        decree of 30 APR 1985
3.      Approve to transfer from several                              Mgmt       No Action         *
        reserves account to the voluntary
        reserves account
4.      Re-elect the Members of the Board                             Mgmt       No Action         *
5.      Approve the rules of the share                                Mgmt       No Action         *
        holders general meeting, and receive
        the rules of the Board of Directors
6.      Authorize the Board of Gas Natural                            Mgmt       No Action         *
        SDG, S.A to transfer the activity of
        Gas regulated distribution to Gas
        Natural Distribution SDG, S.A, which
        is a Company of Gas Natural SDG Group
7.      Authorize the Board to acquire its                            Mgmt       No Action         *
        treasury stock, directly or
        indirectly, within the legal
        requirements and limits, canceling
        the authorization granted to the
        Board by the shareholders General
        Meeting on 23 JUN 2003
8.      Approve the extension of the term of                          Mgmt       No Action         *
        PricewaterhouseCoopers Auditors, S.L,
        as Auditors of the Gas Natural SDG
        and its consolidated Group for the FY
9.      Approve to delegate the faculties to                          Mgmt       No Action         *
        complement, develop execute, rectify
        and formalize the agreements adopted
        by the share holders General Meeting
10.     Questions                                                     Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SOCIEDAD GENERAL DE AGUAS DE BARCELONA SA,                                    Agenda: 700487007
BARCELONA
     CUSIP: E55282318                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: ES0141330C19
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM THERE WILL BE A                        Voting
        SECOND CALL ON 22 MAY 2004



1.      Receive and approve the annual                                Mgmt       No Action         *
        accounts the balance sheet, the
        profit and loss account and the
        annual report and the management
        reports of Aguas De Barcelona S.A and
        its consolidated Group, both reports
        verified by the Auditors and approve
        the deeds of the Board of the
        Chairmanship and of the Directors,
        all the aforementioned related to FY
2.      Receive and approve the income                                Mgmt       No Action         *
        distribution and the dividend payment
        related to FY 2003
3.      Approve to cease and re-elect the                             Mgmt       No Action         *
        Directors and fix the number of
4.      Re-elect the Auditors for Aguas De                            Mgmt       No Action         *
        Barcelona S.A and its consolidated
        Group accounts
5.      Amend Articles 15 and 17 of the                               Mgmt       No Action         *
        Corporate Statutes, in accordance
        with Spanish Laws
6.      Approve the rules of the shareholders                         Mgmt       No Action         *
        general meeting
7.      Approve the information about the                             Mgmt       No Action         *
        rules of the Board of Directors
8.      Authorize the Board to acquire its                            Mgmt       No Action         *
        treasury stock directly or indirectly
        within the legal requirements and
        limits canceling the previous
        authorization granted to the Board
9.      Approve to decrease the capital for a                         Mgmt       No Action         *
        total amount of EUR 300.000, for the
        redemption of 300,000 shares class B
        of its own portfolio, as surplus
        from the Stock Option Plan of MAY
        2001 and amend Articles 5 and 6 of
        the Corporate Statutes
10.     Approve the delegation to the Board                           Mgmt       No Action         *
        of the Faculties to execute, rectify
        and complement the agreements adopted

- -------------------------------------------------------------------------------------------------------
GRUPO FERROVIAL SA                                                            Agenda: 700463463
     CUSIP: E5701R106                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/26/2004           ISIN: ES0162601019
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the information about the                             Mgmt       No Action         *
        regulation of the Board of Ferrovial
        Group S.A.



2.      Approve the 2003 financial statements                         Mgmt       No Action         *
        and the Management report of the
        Company as on 31 DEC 2003
3.      Approve the 2003 financial statements                         Mgmt       No Action         *
        and the Management report of the
        consolidated Group as on 31 DEC 2003
4.      Approve the income distribution                               Mgmt       No Action         *
5.      Approve the 2003 management executed                          Mgmt       No Action         *
        by the Board of Directors
6.      Amend Articles 11, 14, 15, and 20                             Mgmt       No Action         *
        from the Corporate Statutes related
        to the shareholders meeting
7.      Approve the Ferrovial Group S.A.                              Mgmt       No Action         *
        shareholders meeting procedure
8.      Approve the compensation system tied                          Mgmt       No Action         *
        to the distribution of rights on
        stock options in favor of High
        Directors and Members of the Board
9.      Authorize the Company, in                                     Mgmt       No Action         *
        substitution for the authority
        granted at the OGM of 21 MAR 2003, in
        accordance with Article 75 of the
        Corporate Bylaws, to make
        acquisitions of its own portfolio
10.     Authorize the Board to issue fixed                            Mgmt       No Action         *
        income securities convertible into
        and/or exchangeable for, shares of
        the Company, as well as warrants or
        other similar securities directly or
        indirectly granting the right to
        subscribe for or acquire shares of
        the Company and to increase the
        capital by the necessary amount
11.     Authorize the Board of Directors to                           Mgmt       No Action         *
        implement, execute, rectify and carry
        out the resolutions of the
        shareholders meeting

- -------------------------------------------------------------------------------------------------------
SACYR VALLEHERMOSO SA                                                         Agenda: 700540924
     CUSIP: E6038H118                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: ES0182870214
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN ORDINARY                          Non-       No Action         *
        GENERAL MEETING. THANK YOU                                   Voting



1.      Approve the annual financial                                  Mgmt       No Action         *
        statements balance sheet, statement
        of income and annual report and the
        Corporate management of Sacyr
        Vallehermoso S.A. and its
        consolidated Group, to the business
        YE as of 31 DEC 2003
10.     Authorization for the Board of                                Mgmt       No Action         *
        Directors to increase capital stock,
        in compliance with Article 153.1.b) of
        the Corporation Act and with the power
        to exclude the preferential
        subscription right, as is established
        in Article 159.2 of the same Act,
        leaving without effect the unused part
        of the authorization conferred at the
        general meeting held on 10 May
11.     Authorize the Board of Directors to                           Mgmt       No Action         *
        issue fixed income securities, both
        simple and exchangeable for the
        Company s shares in circulation and/or
        convertible into newly issued Company
        shares, together with debentures,
        preference shares and warrants; in the
        case of convertible and/or
        exchangeable securities or warrants,
        the establishment of the criteria for
        determining the bases and methods of
        conversion and/or exchange and
        attributing to the Board of Directors
        the powers to increase capital by the
        amount required, and to exclude the
        preferential subscription right of the
        shareholders and holders of
        convertible bonds or warrants over
        newly issued share; authorize the
        Company to guarantee issues of fixed
        income securities and preference
        shares that may be conducted by its
12.     Authorization the Board of Directors                          Mgmt       No Action         *
        to interpret, correct, complement,
        execute and develop the agreements
        adopted by the meeting, and to
        delegate the powers it receives from
        the meeting, and to grant powers to
        raise these agreements to a public
        document
13.     Approve the information on the                                Mgmt       No Action         *
        regulations for the Board of
        Directors, in compliance with Article
        115.1 of Act 24/1988, of 28 July, on
        the Equity Market



2.      Approve: a) the distribution of the                           Mgmt       No Action         *
        income obtained by Sacyr Vallehermoso
        S.A. in business year 2003, amounting
        to EUR 114,836,418.51, and to
        distribute it in the following manner:
        EUR 11,483,641.85 to increasing the
        legal reserve; EUR 475,180.78 to
        increasing the voluntary reserve; EUR
        102,877,595.88 to the payment of
        dividends, of which a total of Euros
        81,458,382.33 was already paid prior
        to the date of the OGM, while the
        remaining amount will go to the final
        dividend; EUR 114,836,418.51 in total
        ; the final dividend will be paid on
        29 JUN 2004 through the entities
        belonging to Sociedad de Gestion de
        los Sistemas de Registro, Compensacion
        y Liquidacion de Valores, S.A; b) to
        put the entire balance of the merger
        reserve from restatement Act 76/1980,
        which totals EUR 12,900,845.02, to
3.A.1   Appoint Mr. Diogo Alves Diniz Vaz                             Mgmt       No Action         *
        Guedes as a Company Director for 5
        years contemplated in the By-laws
3.A.2   Appoint Mr. Jose Seixas de Queiroz                            Mgmt       No Action         *
        Vaz Guedes as a Company Director for
        5 years contemplated in the By-laws
3.B.1   Ratify the appointment of Nueva                               Mgmt       No Action         *
        Compania de Inversiones, S.A., as a
        Company Director for 5 years
        contemplated in the By-laws
3.B.2   Ratify the appointment of Mr. Vicente                         Mgmt       No Action         *
        Benedito Frances, as a Company
        Director for 5 years contemplated in
        the By-laws
3.B.3   Ratify the appointment of Torreal,                            Mgmt       No Action         *
        S.A, as a Company Director for 5
        years contemplated in the By-laws
3.B.4   Ratify the appointment of                                     Mgmt       No Action         *
        Participaciones Agrupadas, S.L., as a
        Company Director for 5 years
        contemplated in the By-laws
3.B.5   Ratify the appointment of Cymofag,                            Mgmt       No Action         *
        S.L., as a Company Director for 5
        years contemplated in the By-laws
3.B.6   Ratify the appointment of Corporacion                         Mgmt       No Action         *
        Caixa Galicia, S.A., as a Company
        Director for 5 years contemplated in
        the By-laws
3.C     Re-elect Mr. Pedro Gamero del                                 Mgmt       No Action         *
        Castillo y Bayo as Company Director



3.D     Approve to establish the number of                            Mgmt       No Action         *
        Company Directors at sixteen, within
        the minimum and maximum limits
        foreseen in the By-laws
4.      Authorize the Company and its                                 Mgmt       No Action         *
        subsidiaries to acquire shares
        representing the capital stock of
        Sacyr Vallehermoso S.A. in accordance
        with what is established in Article 75
        of the Corporation Act and in the
        first additional clause of the same
        Act, in the said conditions; the
        authorization also includes the
        acquisition of shares which, in the
        event, are to be directly delivered to
        the Company s employees and Directors,
        either directly or as a result of the
        exercise of option rights held by
        employees or Directors
5.      Approve the new Company By-laws, with                         Mgmt       No Action         *
        derogation of the By-laws currently in
        force
6.      Approve the regulations for the                               Mgmt       No Action         *
        Company s general meeting
7.      Approve to establish EUR 1,950,000 as                         Mgmt       No Action         *
        the amount of the Directors
        remuneration, both as a fixed amount
        and for per diem, which the Company
        may pay annually to the whole Group of
        its Directors in accordance with
        Article 43.1 of the Company By-laws
8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        increase in capital stock of EUR
        13,850,948, through the issue of
        13,850,948 shares, each with a par
        value of EUR 1, of the same type and
        series as those already in
        circulation, with an issue premium of
        EUR 10.50 per share through non-
        monetary contributions and with the
        elimination of the preferential
        subscription right; Application of the
        special tax regime for the exchange of
        shares; consequent modification of
        Article 5 of the Company By-laws;
        application for the listing of all the
        new shares on the Madrid, Bilbao and
        Valencia Stock Exchanges as well as
        permission to trade on the
        computer-assisted



9.      Authorize the Board of Directors to                           Mgmt       No Action         *
        increase in capital stock of EUR
        6,491,544 through the issue of
        6,491,544 shares, each with a par
        value of EUR 1, of the same type and
        series as those already in
        circulation, charged to unrestricted
        voluntary reserves and the consequent
        change in Article 5 of the By-laws;
        application for the listing of all the
        new shares on the Madrid, Barcelona,
        Bilbao and Valencia Stock Exchanges
        and permission to trade on the
        computer-assisted trading system

- -------------------------------------------------------------------------------------------------------
IBERDROLA SA, BILBAO                                                          Agenda: 700463273
     CUSIP: E6164R104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: ES0144580018
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Examine and approve, the annual                               Mgmt       No Action         *
        accounts, balance sheet, profit and
        loss account and notes to the
        accounts, and Directors report of the
        Company and its consolidated group for
        the YE 31 DEC 2003, and the management
        of corporate affairs during that year
        and the application of profits and
        distribution of
10.     Authorize the creation and funding of                         Mgmt       No Action         *
        foundations in accordance to the
        Foundations Act 50 2002, prevailing
        regional laws and other applicable
        legislation, authorizing the Board to
        execute the corresponding
11.     Re-elect the Auditors of the Company                          Mgmt       No Action         *
        and the Companies in its Consolidated
        Group for 2004
12.     Ratify the appointment of Directors                           Mgmt       No Action         *
13.     Authorize the Board to develop and                            Mgmt       No Action         *
        execute the foregoing resolutions,
        including the power to interpret,
        correct, complete and to raise them
        to public deed, and to substitute the
        powers granted by the general
2.      Examine and approve Company Bylaws                            Mgmt       No Action         *
3.      Examine and approve, the regulation                           Mgmt       No Action         *
        of the meeting and information to
        shareholders about the Board of
        Directors regulations



4.      Examine and approve, the merger                               Mgmt       No Action         *
        balance sheet of Iberdrola, S.A., the
        merger prospectus and the merger
        transaction entailing the takeover by
        Iberdrola, S.A., of its single member
        subsidiaries Iberdrola Gas, S.A. and
        Star 21 Networks Espana S.A. with the
        winding up without liquidation of the
        subsidiaries taken over and block
        transfer under universal title of all
        its assets and liabilities to
        Iberdrola,S.A., adjusting to the
        merger prospectus in the terms
        established in S. 233 Et Seq and S.
        250 of the Corporations
5.      Empower the Board during 5 years, to                          Mgmt       No Action         *
        issue corporate bonds or convertible
        bonds into Company shares, and
        warrants over new issuance shares or
        ordinary shares, for a maximum of EUR
        1,000 million, with the options to
        exclude the preferential subscription
        right of shareholders
6.      Empower the Board during 5 years, to                          Mgmt       No Action         *
        issue corporate bonds or convertible
        bonds into Company shares, and
        warrants over new issuance shares or
        ordinary shares, for a maximum of EUR
        1,000 millions without the options
        to exclude the preferential
        subscription right of shareholders
7.      Empower the Board during 5 years, to                          Mgmt       No Action         *
        issue corporate bonds, debentures,
        promissory notes or whichever fixed
        income, as well as preferrent equity
        stake, for a maximum of EUR 1,200
        million, except for the issuance of
        promissory notes limited to a maximum
        of EUR 1,500 million
8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        acquire own shares by the Company or
        its subsidiaries on the terms
        established in the Spanish Law,
        reduction of the capital and
        consequent alteration of Article 5 of
        the Company Bylaws
9.      Empower the Board of Directors for                            Mgmt       No Action         *
        requesting the admission or exclusion
        of quotation on the Spanish or foreign
        stock exchange markets of Company
        shares, bonds or other issuances, as
        well as to implement the necessary
        resolutions to keep the shares, bonds
        or whichever issue



- -------------------------------------------------------------------------------------------------------
INDRA SISTEMAS SA, MADRID                                                     Agenda: 700523409
     CUSIP: E6271Z155                         Meeting Type: OGM
    Ticker: IDR                               Meeting Date: 6/25/2004           ISIN: ES0118594417
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit and loss account,                          Mgmt       No Action         *
        the annual and management report of
        the Company and income distribution
        for the FY 2003
10.     Appoint the Auditors for the FY 2004                          Mgmt       No Action         *
11.     Authorize the Board to acquire                                Mgmt       No Action         *
        treasury stock
12.     Motions and questions                                        Other       No Action         *
13.     Approve the minutes and authorize for                         Mgmt       No Action         *
        conversion in to a public deed
2.      Approve the balance, the profit and                           Mgmt       No Action         *
        loss account, the annual and the
        management report of the consolidated
        group of the Company for the FY 2003
3.      Approve the performance of the Board                          Mgmt       No Action         *
        of Directors
4.      Approve the merger of Sistemas                                Mgmt       No Action         *
        Integrales Indraseg, S.L.  as the
        target Company and Indra Sistemas,
        S.A as the acquiring Company;
        approve the submission of the merger
        to the tax neutrality system
5.      Amend Article 14 and add new article                          Mgmt       No Action         *
        14 (BIS) in the By-Laws in order to
        include regulations on the use of
        electronic and remote communication
        means for attendance, representation
        and the exercise of the voting rights
6.      Amend the regulations for the General                         Mgmt       No Action         *
        Shareholders Meeting
7.      Amend the regulations for the Board                           Mgmt       No Action         *
        of Directors
8.      Approve the number of Directors and                           Mgmt       No Action         *
        their termination, appointment or re-
        election
9.      Approve the remuneration of the Board                         Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
INDUSTRIA DE DISENO TEXTIL INDITEX SA                                         Agenda: 700387017
     CUSIP: E6282J109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/18/2003           ISIN: ES0148396015
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT IN THE EVENT THE                             Non-       No Action         *
        MEETING DOES NOT REACH THE QUORUM,                           Voting
        THERE WILL BE A 2ND CALL ON 19 JUL
        2003. THANK YOU.
1.      Approve the annual report, accounts                           Mgmt       No Action         *
        balance sheet, loss and profit
        account and annual report of the
        Company and its consolidated Group,
        as well as the Management report,
        referring FY 2002 ended on 31 JAN
2.      Approve the allocation of results and                         Mgmt       No Action         *
        the dividend distribution
3.      Appoint a Director                                            Mgmt       No Action         *
4.      Amend the Corporate Statutes: 15th,                           Mgmt       No Action         *
        18, 20, 24, 25, 27 and the inclusion
        of Article 30 related to the
        Committee of Audit
5.      Approve the rules for the                                     Mgmt       No Action         *
        shareholders meeting
6.      Authorize the Board for the                                   Mgmt       No Action         *
        derivative acquisition of its own
7.      Approve to delegate faculties to                              Mgmt       No Action         *
        execute the agreements adopted

- -------------------------------------------------------------------------------------------------------
ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS                                  Agenda: 700412721
     CUSIP: E7813W106                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/13/2003          ISIN: ES0167050311
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the consolidated balance                              Mgmt       No Action         *
        sheet of the society, closed to 30
        APR 2003 and verified by the Auditor
        of accounts of the society



2.      Approve that the Aprobacion de la                             Mgmt       No Action         *
        Fusion de ACS S.A. and Group Dragados
        to S.A. Mediante the absorption of
        second by first with dissolution
        without liquidation of the absorbed
        society and crossing in block, to I
        title universal, of all its patrimony
        to the absorbent society, adjusting to
        the deposited project of fusion, with
        approval of this project; and approve
        to determine the type of exchange of
        the actions of society absorbed in
        relation with those of the absorbent
        society
3.      Approve to increase the share capital                         Mgmt       No Action         *
        as a result of the fusion and
        consequence modification of I
        Articulate 6 of the social Statutes;
        and amend I Articulate 13 of the
        social Statutes
4.      Appoint the Administrators                                    Mgmt       No Action         *
5.      Approve to delegate the faculties for                         Mgmt       No Action         *
        the execution and formalization in
        agreements
6.      Acknowledge and approve, in its case,                         Mgmt       No Action         *
        of the act of the meeting

- -------------------------------------------------------------------------------------------------------
REPSOL YPF SA                                                                 Agenda: 700468110
     CUSIP: E8471S130                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: ES0173516115
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT AN ATTENDANCE                                Non-       No Action         *
        PREMIUM OF EUR 0.02 PER SHARE (GROSS                         Voting
        AMOUNT) WILL BE PAID. THANK YOU.
1.      Approve the annual financial                                  Mgmt       No Action         *
        statements and the consolidated
        annual financial statements of the
        Company and its subsidiaries for the
        FYE 31 DEC 2003, of the Management by
        the Board of Directors during the
        year and the application of the
2.      Approve the statutory renewal of the                          Mgmt       No Action         *
        Directors
3.      Re-elect the Auditor of the financial                         Mgmt       No Action         *
        statements of the Company and its
        consolidated Group



4.      Authorize the Board of Directors for                          Mgmt       No Action         *
        the derivative acquisition of shares
        of the Company directly or through
        controlled companies, within the
        period of 18 months from the
        resolution of the shareholders
5.      Amend, pursuant to Article 144.1,                             Mgmt       No Action         *
        Articles 1 denomination, 15
        shareholders meeting, 23  right of
        attendance 24  representation, 30
        composition of the Board, 33
        liability of the Corporate By-Laws
        to make them consistent with
        provisions of Law 26/2003 of 17th
        July, as well as Article 13
        debentures to make it consistent
        with Law 62/2003 of the 30th December
6.      Amend Articles 6, 7, and 8 of the                             Mgmt       No Action         *
        regulations of the general
        shareholders meeting, to make them
        consistent with the requirements of
        Law 26/2003 of 17th July in regard to
        remote voting and shareholder
        information rights
7.      Authorize the Board of Directors to                           Mgmt       No Action         *
        develop, execute and formalize the
        aforesaid agreements

- -------------------------------------------------------------------------------------------------------
TELEFONICA SA                                                                 Agenda: 700483201
     CUSIP: E90183182                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: ES0178430E18
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS A REVISION                           Non-       No Action         *
        DUE TO THE REVISED WORDING OF THE                            Voting
        RESOLUTIONS. IF YOU HAVE ALREADY SENT
        IN YOUR VOTES, PLEASE DO NOT RETURN
        THIS PROXY FORM UNLESS YOU DECIDE TO
        AMEND YOUR ORIGINAL INSTRUCTIONS.
        THANK YOU.
I.      Examination and approval, if                                  Mgmt       No Action         *
        applicable, of the annual accounts and
        Management Report of Telefonica, S.A.
        and its Consolidated Group of
        Companies, as well as the proposal for
        the application of the results of
        Telefonica S.A. and that of the
        management of the Company s Board of
        Directors, all for the 2003 financial
        year
II.     Shareholder remuneration,                                     Mgmt       No Action         *
        distribution of dividends from 2003
        net income and from the Additional
        Paid-in capital reserve



III.    Designation of the Accounts Auditor                           Mgmt       No Action         *
        for the 2004 fiscal year
IV.     Authorization for the acquisition of                          Mgmt       No Action         *
        treasury stock, directly or through
        Group Companies
V.      Approval, if appropriate, of the                              Mgmt       No Action         *
        Regulations of the General Meeting of
        shareholders of Telefonica S.A.
VI.     Delegation of powers to formalize,                            Mgmt       No Action         *
        construe, correct and execute the
        resolutions adopted by the Annual
        General Shareholder s Meeting

- -------------------------------------------------------------------------------------------------------
UNION FENOSA SA, MADRID                                                       Agenda: 700489568
     CUSIP: E93171119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: ES0181380017
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS A REVISION                           Non-       No Action         *
        DUE TO THE REVISED WORDING OF THE                            Voting
        RESOLUTIONS. PLEASE ALSO NOTE THE NEW
        CUTOFF DATE. IF YOU HAVE ALREADY SENT
        IN YOUR VOTES, PLEASE DO NOT RETURN
        THIS PROXY FORM UNLESS YOU DECIDE TO
        AMEND YOUR ORIGINAL INSTRUCTIONS.
        THANK YOU.
1.      Examination and approval, where                               Mgmt       No Action         *
        appropriate, of the conduct of
        business by the Board of Directors,
        the Financial Statements (Balance
        Sheet, Statement of Income and Notes
        to the Financial Statements) and the
        Management Report of the Company and
        its consolidated Group for 2003
10.     Authorization for the Board of                                Mgmt       No Action         *
        Directors to request admission to and
        exclusion from trading, on any
        organized Secondary Market, of shares,
        debentures, commercial paper,
        preference shares, notes, bonds,
        warrants, or any other similar
        securities or certificates, issued or
        to be issued by the Company or the
        Group companies, and to adopt the
        resolutions that are necessary so that
        shares, debentures, commercial paper,
        notes, bonds, preference shares,
        warrants or any other similar
        outstanding securities or certificates
        of the Company or Group companies
        remain listed



11.     Authorization for the Board of                                Mgmt       No Action         *
        Directors to interpret, correct,
        complement, execute and expand upon
        any resolutions adopted by the
        Shareholders Meeting, to delegate
        the powers granted to it by the
        Shareholders Meeting, and to empower
        it to express those resolutions in a
        public instrument and to execute
12.     Approval, where applicable, of the                            Mgmt       No Action         *
        Minutes of the Shareholders Meeting,
        or, in their absence, the designation
        of nominees for that
2.      Proposed allocation of 2003 earnings                          Mgmt       No Action         *
3.      Appointment, election or re-election,                         Mgmt       No Action         *
        as appropriate, of the Auditors of
        UNION FENOSA, S.A. and its
        consolidated Group
4.      Bylaw amendments: amendments to                               Mgmt       No Action         *
        Articles 22 and 57 (to adapt them to
        Article 127 bis of the Spanish
        Corporations Law-Ley de Sociedades
        Anonimas); Article 29 (to anticipate
        conflicts of interest in the event
        that proxies are not given voting
        instructions); Article 33 (to adapt to
        the new system governing shareholders
        right to information); Article 35 (to
        introduce a reference to electronic
        and distance voting); Articles 43 and
        44 and the introduction of a new
        Additional Provision One (to introduce
        certain amendments to the remuneration
        and pension system for Directors);
        Article 49 and the Single Transitory
        Provision (to change the name of the
        Audit and Control Committee to Audit
        and Compliance Committee, to adapt
        them to the content of Additional
        Provision Eighteen of the Securities
        Market Law-Ley del Mercado de Valores,
        and to rename the Single Transitory
        Provision as Transitory Provision One);
        replace the name Audit and Control
        Committee with Audit and Compliance
        Committee in



5.      Amendments to the Shareholders                                Mgmt       No Action         *
        Meeting Regulation: amend Article 7
        (to incorporate certain matters
        relating to the shareholders right to
        information); Article 8 (to
        incorporate certain matters regarding
        representation by proxies and distance
        voting); Article 14 (to include the
        reference to electronic voting and
        other forms of voting); Article 16 (to
        incorporate the planned amendments to
        the bylaws regarding shareholder
        information and to change the name of
        the Audit and Control Committee to
        Audit and Compliance Committee); and
        Article 19 (to specify certain matters
        relating to distance voting); replace
        Audit and Control Committee with Audit
        and Compliance Committee in any other
        Article in the Shareholders
6.      Appointment, ratification,                                    Mgmt       No Action         *
        termination and re-election of
7.      Authorization for the acquisition on                          Mgmt       No Action         *
        the market of own shares, directly or
        through entities in its Group of
        companies, in accordance with the
        provisions of Article 75 of the
        Spanish Corporations Law (Ley de
        Sociedades Anonimas) and other legal
        provisions, as well as the disposal of
        own shares
8.      Amendment of the resolution approved                          Mgmt       No Action         *
        in Item Eight of the Agenda at Union
        Fenosa, S.A. s General Shareholders
        Meeting on 17 June 2003: amend the
        maximum amount approved by the
        General Shareholders Meeting in
        delegating to the Board of Directors
        to issue debentures, bonds,
        commercial paper, preference shares
        and other fixed-income securities of
        a similar nature, be they non-
        convertible, exchangeable for shares
        of the Company or any other company
        regardless of whether or not it
        belongs to the Group, and/or
        convertible into Company shares, as
        well as warrants on newly-issued or
        outstanding shares of the Company;
        and amend the resolution relating to
        the maximum amount delegated in the
        Board of Directors to guarantee the
        obligations that may arise for
        subsidiaries from their issuing
        securities, whether debentures,
        bonds, commercial paper, preference



9.      Report to the General Shareholders                            Mgmt       No Action         *
        Meeting regarding the Board of
        Directors Regulation

- -------------------------------------------------------------------------------------------------------
ACCOR SA                                                                      Agenda: 700473995
     CUSIP: F00189120                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: FR0000120404
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE MEETING HELD ON                          Non-       No Action         *
        26 APR 2004 HAS BEEN POSTPONED DUE TO                        Voting
        LACK OF QUORUM AND THAT THE SECOND
        CONVOCATION WILL BE HELD ON 04 MAY
        2004. PLEASE ALSO NOTE THE NEW CUTOFF
        DATE AND MEETING TIME. IF YOU HAVE
        ALREADY SENT YOUR VOTES, PLEASE DO
        NOT RETURN THIS PROXY FORM UNLESS YOU
        DECIDE TO AMEND YOUR ORIGINAL
        INSTRUCTIONS. THANK YOU.
1.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for 2003 as presented to it and
        the operations effected by the
        Executive Committee during said FY
10.     Authorize the Executive Committee to                          Mgmt       No Action         *
        issue shares and securities without
        preferential subscription right for a
        maximum nominal amount of EUR
        100,000,000.00 1,000,000,000.00 for
        debt securities; the Executive
        Committee may decide to give a
        priority to the existing shareholders
        or remunerate securities brought to
        the Company in a public exchange
        offer, as stipulated in Article
        L.225-148 of the French Trade Law;
        subject to the approval of Supervisory
        Board, authority expires at the end of
        26 months; I supersedes Resolution 11
        of general meeting of 20 MAY 2003, for
        its
11.     Authorize the Executive Board to                              Mgmt       No Action         *
        increase the Company share capital by
        incorporation of reserves by a maximum
        nominal amount of EUR 200,000,000.00;
        subject to the agreement of the
        Supervisory Board Authority expires at
        the end of 26
12.     Approve that the total share capital                          Mgmt       No Action         *
        increases resulting from Resolutions
        9, 10 and 11 above shall not exceed
        EUR 300,000,000.00



13.     Authorize the Executive Committee to                          Mgmt       No Action         *
        issue securities giving access to the
        share capital reserved to the
        employees of the Group who subscribed
        to one of the Group Savings Plans; to
        total shares issued under these
        conditions or resulting from any prior
        resolution of the same category shall
        not exceed 2% of the share capital;
        subject to the agreement of the
        Supervisory Board Authority expires at
        the end of 26 months and supersedes
        Resolution 14 of combined meeting of
        20 MAY 2003 for its unused part
14.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy, or an extract of the minutes of
        the present to accomplish all deposits
        and publications prescribed
2.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003 as presented to it
3.      Approve the special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-86 of the commercial
        law and the execution of the
        conventions approved previously
4.      Approve to appropriate the profits as                         Mgmt       No Action         *
        below: profits for the FY: EUR
        178,461,773.22; prior retained
        earnings: EUR 608,180,748.45; dividend
        of self-detained shares for the FY
        2002: EUR 1,605,167.55; amount
        available for distribution EUR
        788,247,689.22; global dividend: EUR
        209,222,527.50; withhold tax EUR
        59,000,000.00; balance carry forward:
        EUR 520,025,161.72; net dividend per
        share: EUR 1.05 with EUR 0.525 tax
        credit to be paid on 17 MAY 2004
5.      Ratify the co-optation of Mr.                                 Mgmt       No Action         *
        Gabriele Galateri Di Genola as a
        member of the Supervisory Board, in
        replacement of Mr. Ifil, for
        uneffected part of its term
6.      Appoint Mr. Francis Mayer as a member                         Mgmt       No Action         *
        of the Supervisory Board for 6 years



7.      Authorize the Executive Committee to                          Mgmt       No Action         *
        trade the Company shares on the stock
        exchange as per the following
        conditions: maximum purchase price:
        EUR 50.00; minimum selling price: EUR
        30.00; and maximum number of shares to
        be acquired: 18,000,000
        EUR900,000,000.00 such trading may be
        used in relation to the enterprise
        Savings Plan, employees holding,
        granting stock options, untie cross
        holding; Authority expires at the end
        of 18 months
8.      Authorize the Executive Committee to                          Mgmt       No Action         *
        cancel shares acquired per Resolution
        7 above, not exceeding 10% over a 24
        months period and to modify the
        Articles of Association; Authority
        expires at the end of 18 months, with
        the agreement of the Supervisory Board
        ; it supersedes Resolution 16 of
        combined meeting of 20 MAY 2003
9.      Authorize the Executive Committee to                          Mgmt       No Action         *
        issue shares and securities with
        preferential subscription right for a
        maximum nominal amount of EUR
        200,000,000.00 2,000,000,000.00 for
        debt securities; subject to the
        agreement of the Supervisory Board
        authority expires at the end of 26
        months and supersedes any similar
        delegation previously issued

- -------------------------------------------------------------------------------------------------------
LAIR LIQUIDE SA                                                               Agenda: 700474303
     CUSIP: F01764103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: FR0000120073
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
O.1     Receive the Executive Board and the                           Mgmt       No Action         *
        Supervisory Board reports and approve
        the accounts and the balance sheet
        for the FY 2003 and acknowledge the
        net profits at EUR 412,316,945.00
O.10    Appoint Patrick de Cambourg as the                            Mgmt       No Action         *
        Deputy Auditor till the end of the
        meeting called to deliberate on the
        2009 accounts



O.11    Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L 225-86 and l 225-88 of the
        French Commercial Code
O.12    Authorize the Executive Board, in                             Mgmt       No Action         *
        substitution for the authority given
        in the ordinary meeting of 4 MAY 2000,
        to issue in one or several stages a
        fixed rate loan stock for a maximum
        nominal amount of EUR
        4,000,000,000.00; Authority is valid
        for 5 years
O.13    Authorize the Board Executive, in                             Mgmt       No Action         *
        substitution for the authority given
        in the EGM of 15 MAY 2004, to cancel
        shares acquired as per Resolution 4
        of meeting of 12 MAY 2004, not
        exceeding 10% of the share capital
        over 24 months and reduce the share
        capital accordingly;  Authority is
        valid for 24 months
O.14    Authorize the Executive Board,                                Mgmt       No Action         *
        subject to the agreement of the
        Supervisory Board, to increase the
        share capital by a maximum amount of
        EUR 2,000,000,000.00 by incorporating
        reserves and issuing new shares with
        or without premium, to be paid-up in
        cash and such shares be granted
        preferably to owners of old shares;
        Authority is valid for a period of 5
        years
O.15    Authorize the Executive Board,                                Mgmt       No Action         *
        subject to the agreement of the
        Supervisory Board, to issue, in one
        or several stages, a loan stock for a
        total nominal amount of EUR
        1,500,000,000.00;  Authority is valid
        for a period of 5 years
O.16    Authorize the Executive Board, in                             Mgmt       No Action         *
        substitution for the authority given
        in Resolution 10 of EGM on 30 APR 2002
        and subject to the agreement of the
        Supervisory Board, to issue stock
        options giving access to new shares to
        be issued or shares repurchased as per
        Resolution 4, not exceeding 3% of the
        share capital and such options be
        reserved to the employees of the
        Group, namely the Members of the
        Executive Board; Authority is valid
        for a period of 38 months; and
        approve that the options be valid 10
        years



O.17    Authorize the Executive Board, in                             Mgmt       No Action         *
        substitution for the authority given
        in Resolution 11 of EGM on 30 APR 2002
        and with the agreement of the
        Supervisory Board, to increase the
        share capital by a maximum nominal
        amount of EUR 150,000,000.00 by
        issuing a maximum of 1,000,000 shares
        to be subscribed by the employees
        having at least 3 months seniority and
        who subscribed to an Enterprise
        Savings Plan and if the shares issued
        are not all subscribed, another share
        capital increase may be
O.18    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.2     Approve the consolidated accounts                             Mgmt       No Action         *
O.3     Approve the amount of dividend EUR                            Mgmt       No Action         *
        3.20 per share with EUR 1.60 tax
        credit such dividend and tax credit
        will be paid on 18 MAY 2004,
        increased by 10% for shares which
        remained bearer shares between 31 DEC
        2001 and dividend payment date; and
        authorize the Executive Board to
        deduct from balance carry forward the
        necessary amounts to remunerate
        shares resulting from options
        exercised before above payment date
O.4     Authorize the Executive Board, in                             Mgmt       No Action         *
        substitution for the authority given
        in the ordinary meeting of 15 MAY
        2003 and subject to the approval by
        Supervisory Board, to repurchase the
        Company shares per the following
        conditions: maximum purchase price
        EUR 200.00; minimum selling price:
        EUR 130.00; maximum number of shares
        to be purchased: 10% of the share
        capital;  Authority is valid for 18
O.5     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Rolf Krebs as a Member of the
        Supervisory Board till the end of the
        general meeting called to deliberate
        on the 2007 accounts
O.6     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Edouard De Royere as a Member
        of the Supervisory Board till the end
        of the general meeting called to
        deliberate on the 2007 accounts



O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Ernst & Young Audit as the
        Statutory Auditors till the end of
        the meeting called to deliberate on
        the 2009 accounts
O.8     Appoint Mazars Et Guerard as the                              Mgmt       No Action         *
        Statutory Auditors till the end of
        the meeting called to deliberate on
        the 2009 accounts
O.9     Appoint Valerie Quint as the Deputy                           Mgmt       No Action         *
        Auditor till the end of the general
        meeting called to deliberate on the
        2009 accounts

- -------------------------------------------------------------------------------------------------------
ALCATEL SA                                                                    Agenda: 700501869
     CUSIP: F0191J101                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/4/2004            ISIN: FR0000130007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
1.      Approve the accounts, the non-                                Mgmt       No Action         *
        deductible charges and the balance
        sheet for the FY 2003 as presented to
        it, showing losses amounting to EUR
        3,255,425,911.04



10.     Authorize the Board to: (A) cancel                            Mgmt       No Action         *
        Resolution 12 for 17 APR 2003; and
        (B) increase the share capital by
        issuing various securities without
        preferential subscription right,
        except preferred shares and
        investment certificates; such
        securities may be used in a public
        exchange offer conform to Article
        L225-148 of the French Trade Code,;
        the share capital increase shall not
        exceed: EUR 750,000,000.00 for shares
        and similar securities or reserves,
        EUR 6,000,000,000.00 for debt
        securities;  Authority is valid for
11.     Approve that the global amount of the                         Mgmt       No Action         *
        share capital increases resulting from
        Resolutions 9 and 10 above shall not
        exceed: (A) EUR 750,000,000.00 for
        shares and similar securities, not
        including reserves; (B) EUR
        6,000,000,000.00 for debt securities
12.     Authorize the Board to (A) cancel                             Mgmt       No Action         *
        Resolution 12 of 18 APR 2002, for its
        unused part, and (B) to issue new
        shares to be paid-up in cash reserved
        to the Members of a Group Savings
        Plan; these shares shall not exceed 3%
        of the share capital and their issue
        depend on the implementation of
        Resolutions 9 and 10 above; Authority
        is valid for 26 months
13.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
2.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003, as presented to it
3.      Approve the following allocation of                           Mgmt       No Action         *
        results: losses for the FY
        3,255,425,911.04 increased by
        negative prior retained earnings EUR
        11,066,369,514.06; total to
        appropriate: EUR 14,321,795,425.10;
        EUR 165,120,200.99 to other reserves,
        bringing its balance to zero
4.      Approve the regulated agreements                              Mgmt       No Action         *
        executed during the FY, in accordance
        with Article L 225-38 of the French
        Trade Code
5.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jozef Cornu as a Director for
        4 years



6.      Authorize the Board to: (A) cancel                            Mgmt       No Action         *
        Resolution 6 of general meeting of 18
        APR 2002, for its unused part; (B)
        issue various types of debt securities
        for a maximum nominal amount of EUR
        10,000,000,000.00; Authority is valid
        for 26 months
7.      Authorize the Board, with the                                 Mgmt       No Action         *
        agreement of the French Market
        Authority AMF, to trade Company
        shares on the stock exchange as per
        the following conditions: maximum
        purchase price: EUR 40.00; minimum
        selling price: EUR 2.00; maximum
        number of shares to be traded: 10% of
        the share capital at 31 DEC 2003;
        Authority is given for 18 months and
        supersedes Resolution 10 of combined
        meeting of 17 APR 2003
8.      Grant all powers to the Board to                              Mgmt       No Action         *
        decrease the share capital by
        canceling repurchased shares, not
        exceeding 10% of the share capital in
        24 months;  Authority is valid for
        18 months
9.      Authorize the Board to: (A) cancel                            Mgmt       No Action         *
        Resolution 9 for 18 APR 2002 for its
        unused part, and (B) increase the
        share capital by issuing various
        securities with preferential
        subscription right, except preferred
        shares and investment certificates,
        and incorporation of reserves; the
        share capital increase shall not
        exceed: EUR 750,000,000.00 for shares
        and similar securities or reserves,
        EUR 6,000,000,000.00 for debt
        securities or reserves;  Authority is
        valid for 26 months

- -------------------------------------------------------------------------------------------------------
ALSTOM                                                                        Agenda: 700424930
     CUSIP: F02594103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 11/18/2003          ISIN: FR0000120198
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a



E.3     Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the passing of resolutions
        2,4,5,6 and 7 and for a period of one
        year from the date of this General
        Meeting, the necessary powers to
        proceed with the issuance and
        allocation of warrants, free of
        charge, to shareholders giving the
        right to purchase, at the price of EUR
        1.25 per share, shares which would be
        issued pursuant to the fourth
        resolution described below and
        subscribed by the financial
        institutions identified in that
        resolution (collectively referred to
        as the Banks), the said Banks having
        undertaken that the shares thus
        subscribed may be purchased at the
        price of EUR 1.25 per share, by the
        holders of warrants who exercise the
        said warrants
E.4     Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the passing of resolutions
        2,3,5,6 and 7 and for a period of one
        year from the date of this General
        Meeting, the necessary powers to
        proceed with the issuance of shares of
        the Company, with a waiver of the
        shareholders preferential subscription
        rights, up to an aggregate maximum
        nominal amount of EUR 300 million,
        i.e. a maximum of 240 million shares
        with a nominal value of EUR 1.25 each,
        representing approximately 85% of your
        Company s share capital as of 22 SEP
        2003 (excluding adjustments necessary
        to maintain the rights of holders of
        securities giving future access to a
        portion of the share capital)
E.5     Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the passing of resolutions
        2,3,4,6 and 7 and for a period of one
        year from the date of this General
        Meeting, to issue, with the
        maintenance of preferential
        subscription rights of shareholders,
        bonds mandatorily reimbursable with
        new shares of the Company (ORA) up to
        an aggregate nominal amount of EUR 1
        billion



E.6     Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the adoption by this
        Meeting of the second, third, fourth,
        fifth and seventh resolutions and for
        a period of one year from the date of
        this meeting, to proceed, in one or
        more times and whenever it thinks
        appropriate, with the issuance of the
        subordinated bonds reimbursable with
        shares (TSDD RA), having the following
        characteristics: a) the total nominal
        amount of issues of TSDD RAs will not
        exceed EUR 300,000,000, b) the TSDD
        RAs may, where appropriate, be paid up
        by set off against certain, payable
        and due debts of the Company, c) the
        unit issue price of the TSDD RA to be
        issued pursuant to the issuances
        referred to above will be EUR 1.25, d)
        the TSDD RAs will be automatically
        reimbursed in shares of the Company,
        each TSDD RA giving the right to
        reimbursement with one Company share
        conferring the same rights as existing
        shares except the date at which they
        give right to a dividend, subject to
        obtaining a decision from the European
        Commission declaring that the
        subscription by the French Republic to
        TSDD RAs issued by the Company and
        their reimbursement in shares
        constitutes aid compatible with the
        common market or does not constitute
        State aid, the detailed terms of this
        reimbursement to be determined by the
        Board of Directors, with the right of
        sub-delegation in accordance with the
        provision of the law, e) the TSDD RAs
        will be reimbursed in cash, in the
        circumstances and according to the
        terms which will be determined by the
        Board of Directors with the right of
        sub-delegation in accordance with the
        provisions of the law, f) the TSDD RAs
        will have a duration of twenty years
        as from their subscription date, g)
        the TSDD RAs will bear interest at a
        rate of 2% per annum until the
        European Commission s decision;
        however, in case of a decision by the
        European Commission refusing the
        reimbursement in shares, the
        applicable rate will become, without
        retroactivity, a EURIBOR rate
        increased by a 5% margin



        per annum, of which 1.5% annually
        capitalized and payable in fine, h)
        the aggregate nominal amount of the
        increase in capital, which may result
        from the reimbursement in shares of
        all the TSDD RAs shall not exceed EUR
        300,000,000, to which will be added,
        where appropriate, the nominal amount
        of shares to be issued to maintain the
        rights of the holders of TSDD Ras;
        approve to waive for all of the TSDD
        RAs which may be issued, the
        shareholders preferential subscription
        right for the benefit of the French
        Republic; acknowledge that this
        authorization automatically implies,
        for the benefit of the holders of TSDD
        RAs, the waiver by the shareholders of
        their preferential right to subscribe
        the shares which will be issued in
        reimbursement of the TSDD RAs; approve
        that the Board of Directors will have
        all powers, with the right to
        sub-delegate in accordance with the
        provisions of the law, and within the
        limits described above, to implement
        this authorization and in particular
        to: (1) set the dates, and other
        characteristics and conditions of
        issuance, as well as the payment terms
        of the TSDD RAs, and in particular:
        (aa) set the detailed conditions of
        the reimbursement in shares of the
        TSDD RAs, (bb) set the circumstances
        and conditions for the payment in cash
        of the TSDD RAs at maturity or
        earlier, (cc) set the other terms and
        conditions for the payment and
        redemption of TSDD RAs in accordance
        with market conditions and, where
        appropriate, the conditions for their
        repurchase or exchange, (dd) set the
        date (even retroactive) at which the
        shares issued for the reimbursement of
        the TSDD RAs will give right to a
        dividend, (ee) set the conditions
        under which the rights of the TSDD RA
        holders will be maintained, (2)
        suspend, where appropriate, and for a
        maximum period of three months, the
        exercise of the rights attached to the
        TSDD RAs, (3) take generally all
        useful measures and conclude all
        agreements necessary for the
        contemplated issuances, (4) where



        applicable, take all measures related
        to the listing on the Premier March of
        Euronext Paris (and, where
        appropriate, on any other regulated
        market) of the shares to be issued in
        reimbursement of the TSDD RAs issued
        pursuant to the present delegation,
        (5) record the completion of
        increase(s) in capital, amend the
        Articles of Association accordingly
E.7     Cancel the general delegation granted                         Mgmt       No Action         *
        by the Ordinary and Extraordinary
        General Meeting of Shareholders on 2
        JUL 2003 in its thirteenth resolution,
        subject to the adoption by this
        Meeting of each of the second, third,
        fourth, fifth and sixth resolutions;
        such cancellation would allow the
        Company to implement such resolutions;
        In the event that any of the second,
        third, fourth, fifth and sixth
        resolutions which are submitted for
        your vote are not approved, these
        resolutions would become void and the
        thirteenth resolution approved at the
        Ordinary and Extraordinary General
        Meeting of Shareholders on 2 JUL 2003
        would remain valid; the general
        delegation granted by the Ordinary and
        Extraordinary General Meeting of
        Shareholders on 2 JUL 2003 in its



E.8     Authorize the Board of Directors, for                         Mgmt       No Action         *
        a period of twenty-six months from the
        date of this meeting, to increase the
        share capital, in one or more times,
        by an aggregate nominal amount of EUR
        35,200,000, through the issuances, in
        euros, of new shares and/or other
        securities giving access to the
        Company s share capital, reserved for
        the members of a savings plan of the
        Company and/or of its affiliated
        French or foreign companies and
        economic interest groups (related to
        it within the meaning of Article
        L.233-16 and L.225-180 of the French
        Code de Commerce); this decision will
        result in the express waiver by the
        shareholders of their preferential
        subscription rights in favor of the
        beneficiaries to whom the issue is
        reserved; approve that the issue price
        of the new shares issued pursuant to
        this authorization shall not be lower
        by more than 20% of the average of the
        first Company share prices during the
        twenty trading days preceding the
        decision determining the date of the
        beginning of the subscription period,
        or higher than such average price; the
        characteristics of the other
        securities giving access to the
        Company s share capital shall be
        determined by the Board of Directors
        in the conditions fixed by the rules
        and regulations; approve that the
        Board of Directors may provide for the
        free allocation of shares or other
        securities giving access to the
        Company s share capital, within the
        limits of the provisions of Article L.
        443-5 of the French Code du Travail;
        approve that the Board of Directors
        will have full powers, with the right
        to sub delegate such powers within the
        limits of the law, to implement this
        authorization within the limits and
        under the conditions mentioned above,
        and in particular to: a) determine the
        companies whose employees and
        Executive Officers, as the case may
        be, may participate in the issues; b)
        fix all the conditions that must be
        met by the beneficiaries; c) fix the
        terms and conditions of each issue



        and in particular the amount and the
        terms of the securities to be issued,
        the issue price, the date (which may
        be retroactive) from which the shares
        will bear dividends, the method and
        schedule of payment of the issue
        price, the subscription period, d)
        record the completion of the share
        capital increases in accordance with
        the amount of shares which are
        actually subscribed and amend the
        Articles of Association accordingly;
        e) enter into any agreements, carry
        out, directly or by proxy, any
        operations and formalities; f) offset
        expenses against the amount of the
        premiums if the need arises g) take
        any measures for the completion of the
        issuances, carry out all the
        formalities following the capital
        increases and generally do whatever is
        necessary; and approve that this
        authorization cancels the
        authorization granted to the Board of
        Directors by the Ordinary and
        Extraordinary Shareholders Meeting of
        2 JUL 2003 in its fourteenth
        resolutionentail the express waiver by
        the
E.9     Grant full power to the holder of an                          Mgmt       No Action         *
        original, a copy or an extract of the
        minutes of this meeting for the
        purposes of accomplishing all legal
        or administrative formalities and to
        proceed with all required filings and
        publications
O.1     Appoint a new Director, Mr. James                             Mgmt       No Action         *
        William Leng, for a duration of four
        years, i.e. until the end of the OGM
        of shareholders called to approve the
        accounts for the fiscal year ending
        31 MAR 2007
O.2     Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the passing of resolutions
        1,3,4,5,6 and 7 and for a period of
        one year from the date of this
        General Meeting, the necessary powers
        to proceed with the issues of
        subordinated bonds (TSDD), within the
        limit of an aggregate nominal amount
        of EUR 200 million, such issues of
        TSDDs would be reserved in their
        entirety for the French Republic or
        for any other entity controlled or
        guaranteed by it



- -------------------------------------------------------------------------------------------------------
ALSTOM                                                                        Agenda: 700333569
     CUSIP: F02594103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 7/2/2003            ISIN: FR0000120198
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please be advised that, according to                          Non-       No Action         *
        the legislation contained in the New                         Voting
        Economic Regulations Act of May 15
        2001, and the implementing decree
        dated May 3, 2002, the Verification
        Period, during which shareholders
        identities and their vote entitlements
        are confirmed, no longer prevents sale
        of all or part of the shares after the
        issuance of your voting instructions.
        However, shareholders selling all or
        part of their share position, once
        they have submitted voting
        instructions, are obligated to submit
        revised (change in share amount due to
        partial sale) or cancellation (if
        entire amount of shares are sold)
        instructions for votes that are
        associated with trades that have a
        settlement date between the inclusive
        dates of Meeting Date - 5 and Meeting
        Date -1 (i.e. the Verification
        Period). The Registered Intermediary
        (Global Custodian) is obligated to
        sign and submit a new proxy card with
        the revised share amount and is also
        obligated to inform the local market
        of a cancellation of vote instruction
        in order to insure that the company
        register of holders on meeting date
        matches the shareholders who have
        submitted votes. If an amended or
        cancelled vote is not received in the



        market prior to the meeting date, then
        trades with settlement dates between
        Meeting Date -5 and Meeting Date -1
        will continue to fail until Meeting
        Date + 1. In order to avoid the
        occurrence of failing trades,
        shareholders are strongly encouraged
        to submit revised/cancellation votes
        as soon as the trade has been
        transacted for a settlement date
        during this period The local
        custodians will not release voted
        shares for settlement unless a
        revised/cancellation vote instruction
        has been received in the marketplace.
        The latest that vote changes can be
        received into the market is Meeting
        Date -1 at 3PM Paris Time, otherwise
        settlement of trades, which partly or
        wholly consist of shares previously
        voted,
1.      Receive the report of the Board of                            Mgmt       No Action         *
        Directors and the General Auditors
        report and approve the accounts and
        the balance sheet for the FY closed
        on 31 MAR 2003; the amount of non
        deductible charges and the operations
        effected during said fiscal period
10.     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority given
        in Resolution 7 of the combined
        general meeting on 03 JUL 2002, to
        buy the Company s shares as per the
        following conditions: maximum
        purchase price: EUR 20.00; minimum
        selling price: EUR 1.25; and maximum
        number of shares to be acquired: 10%
        of the share capital or 28,166,052
        share for a total amount of EUR
        563,321,040.00;  Authority is valid
        till the general meeting called to
        deliberate on the FY commencing 01
11.     Acknowledge that the shareholders                             Mgmt       No Action         *
        equity has become inferior to half
        the share capital during the fiscal
        period closing on 31 MAR 2003; and
        approve, inaccordance with the
        adoption of Resolution 1, not to
        declare an anticipated dissolution of
12.     Acknowledge that after the                                    Mgmt       No Action         *
        appropriation of the losses, the
        balance carry forward account still
        shows a negative balance of EUR
        1,341,964,283.10; approve to reduce
        the share capital by EUR
        1,337,887,484.25, with a view to
        discharge part of this amount; approve
        to effect the share capital reduction
        by decreasing the share nominal value
        from EUR 6.00 to EUR 1.25; and
        consequently amend Article 6 as
        follows: the share capital is set at
        EUR 352,075,653.75 divided in
        281,660.523 shares of EUR 1.25 nominal
        value of the same category and fully
        paid up
13.     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority of
        Resolutions 8, 9, and 10 of the
        combined general meeting on 03 JUL
        2002,



        to increase the share capital by
        issuing, with preferential
        subscription right, shares and
        securities giving access to the share
        capital within the limits below: EUR
        600,000,000.00 for shares; and EUR
        1,500,000,000.00 for debt securities;
        Authority expire at the end of 26
14.     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority given
        in Resolution 11 of the combined
        general meeting on 03 JUL 2002, to
        increase the share capital by issuing
        shares and securities, giving access
        to the share capital reserved to the
        Members of one of the Company
        savings plans, not exceeding EUR
        35,200,000.00;  Authority expires at
        the end of 26 months
15.     Authorize the Board of Directors to                           Mgmt       No Action         *
        reduce the share capital by canceling
        all or part of the repurchased shares,
        not exceeding 10% of the share
        capital; Authority expires at the end
        of 24 months
16.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
2.      Receive the report of the Board of                            Mgmt       No Action         *
        Directors and the General Auditors
        report and approve the consolidated
        accounts for the FY closed on 31 MAR
        2003
3.      Approve the appropriation of the                              Mgmt       No Action         *
        losses as detailed below: losses for
        the FY EUR 7,474,080,874.35 are
        appropriated to; balance carry forward
        for EUR 233,579,181.57; legal reserve
        for EUR 130,312,446.09; unavailable
        reserve for EUR 20,934,042.90;
        contribution premium for EUR
        5,180,724,289.09; issue premium
        account for EUR 566,566,631.60;
        bringing their respective balances
        down to nil; EUR 1,341,964,283.10 are
        appropriated to balance carry forward;
        bringing down the balance of this
        account from nil to a negative
        balance; and no dividend will be
        distributed
4.      Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L. 225-38 of the Commercial
        Law and approve such conventions



5.      Ratify the appointment of Mr. Gerard                          Mgmt       No Action         *
        Hauser as a Director in replacement
        Mr. Pierre Bilger, for the uneffected
        part of his term
6.      Approve to renew the term of office                           Mgmt       No Action         *
        of Barbier, Frinault and Autres as
        the Statutory Auditor for 6 years
7.      Appoint Mr. Pascal Macioce as the                             Mgmt       No Action         *
        Deputy Auditor for Barbier, Frinault
        and Autres for 6 years
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Deloitte Touche Tohmatsu as the
        Statutory Auditor for 6 years
9.      Appoint Beas as the Deputy Auditor                            Mgmt       No Action         *
        for Deloitte Touche Tohmatsu for 6

- -------------------------------------------------------------------------------------------------------
ALSTOM                                                                        Agenda: 700407770
     CUSIP: F02594103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 9/24/2003           ISIN: FR0000120198
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either



        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.2     Authorize the Board of Directors, to                          Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of shares with preferential
        subscription right for a maximum
        nominal amount of EUR 300,000,000.00;
        Authority expires at the end of 26
        months; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all
        formalities necessary to carry out the
        capital increase which has been
E.3     Authorize the Board of Directors, to                          Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of equity warrants with
        preferential subscription right for a
        maximum nominal amount of EUR
        300,000,000.00; Authority expires at
        the end of 26 months
E.4     Authorize the Board of Directors, to                          Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of redeemable bonds with
        preferential subscription right for a
        maximum nominal amount of EUR
        1,000,000,000.00; Authority expires at
        the end of 26 months and authorize the
        Board of Directors to take all
        necessary measures and accomplish all
        formalities necessary to carry out the
        capital increase
E.5     Approve to cancel the global                                  Mgmt       No Action         *
        delegation granted by the CGM of 02
        JUL 2003 under the terms of its 13th
        resolution
E.6     Authorize the Board of Directors, to                          Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of shares without
        preferential subscription right for a
        maximum nominal amount of EUR
        300,000,000.00; Authority expires at
        the end of 26 months; and authorize



        the Board of Directors to take all
        necessary measures and accomplish all
        formalities necessary to carry out
        the capital increase which has been
E.7     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority given
        in resolution no.14 of the CGM on 02
        JUL 2003, to proceed, in France or
        abroad, with the issue of shares
        reserved for the employees
        beneficiaries of the Enterprise
        Savings Plan for a maximum nominal
        amount of EUR 35,200,000.00; Authority
        expires at the end of 26 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all formalities necessary
        to carry out the capital increase
        which has been
O.1     Appoint Mr. James William Leng as a                           Mgmt       No Action         *
        Director for 4 years
O.8     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed



- -------------------------------------------------------------------------------------------------------
SAGEM SA, PARIS                                                               Agenda: 700475975
     CUSIP: F03381138                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: FR0000073272
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a



E.16    Authorize the Executive Committee to                          Mgmt       No Action         *
        increase the Company share capital on
        its sole decision by a maximum nominal
        amount of: EUR 15,000,000.00, by way
        of incorporating reserves, profits,
        premiums and the issue of new shares
        and or increase of the nominal of each
        share; the authority granted to the
        Executive Committee gives it the
        possibility to decide inside the
        here-above ceiling, a capital increase
        reserved to the members of an
        Enterprise Savings Plan Article L.
        443-5, 2nd paragraph: French Labour
        Law; and authorize the Executive
        Committee to take all necessary
        measures and accomplish all
        formalities necessary to carry out the
        capital increase which has been
E.19    Authorize the Executive Committee to                          Mgmt       No Action         *
        grant, in 1 or several stages, to the
        beneficiaries chosen by it among the
        employees or certain of them, stock
        options granting the right to
        subscribe to the Company s ordinary
        shares to be issued in order to
        increase its capital, not exceeding
        the limits of the ceiling authorized
        by the law; the shareholders
        preferential right of subscription is
        cancelled in favour of the
        beneficiaries of the stock options
        granting the right to subscribe to the
        Company s shares; the present
        delegation is given for a length
        ending on the day of the next AGM; and
        authorize the Executive Committee to
        take all necessary measures and
        accomplish all formalities
E.20    Authorize the Executive Committee to                          Mgmt       No Action         *
        grant to the benefit of members to be
        chosen by it employees or certain of
        them among the Company or Companies
        linked to the Company, stock options
        granting the right to purchase the
        Company s shares within a limit of 10%
        of the share capital Article L.
        225-208: French Commercial Law;
        authority is given for a length ending
        on the day of the next AGM; and
        authorize the Executive Committee to
        take all necessary measures and
        accomplish all



O.1     Receive the Executive Committee and                           Mgmt       No Action         *
        the Auditor s report and approve the
        accounts and the balance sheet for
        the FY closed on 31 DEC 2003; and
        grant permanent discharge to the
        Executive Committee and the
        Supervisory Board for the completion
        of their assignment for the current
O.10    Appoint Mr. M. Georges Chodron De                             Mgmt       No Action         *
        Courcel as a member of the
        Supervisory Board for a period of 6
O.11    Appoint Mr. M. Patrick Sevian as a                            Mgmt       No Action         *
        member of the Supervisory Board for a
        period of 6 years
O.12    Grant to the Supervisory Board fees                           Mgmt       No Action         *
        in remuneration for their services
        for an amount of EUR 300,000.00 to
        EUR 400,000.00; the Supervisory Board
        shall bear the right to distribute
        this amount as it sees fit among its
        Members
O.13    Authorize the Supervisory Board to                            Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum purchase
        price: EUR 135.00, minimum selling
        price: EUR 75.00, maximum number of
        shares to be trade: 10% of the Company
        share capital; a sum equivalent to the
        price of the shares will be allocated
        to the account reserves for self
        detained shares EUR 111,840,022.39;
        authority is valid for a length ending
        on the day of the next AGM; authorize
        the Executive Committee to take all
        necessary measures and accomplish all
O.14    Authorize the Executive Committee to                          Mgmt       No Action         *
        decrease the share capital by
        canceling the shares held by the
        Company in connection with a stock
        repurchase plan, within a limit of
        10% of the share capital for a length
        ending on the day of the next
        general meeting; authorize the
        executive committee to take all
        necessary measures and accomplish all
        necessary formalities



O.15    Authorize the Executive Committee to                          Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of bonds for a maximum nominal
        amount of EUR 800,000,000.00;
        authority is given for a length ending
        on the day of the next annual general
        meeting; and authorize the Executive
        Committee to take all necessary
        measures and accomplish all necessary
        formalities
O.17    Authorize the Executive Committee to                          Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of securities for a maximum
        nominal amount of EUR 15,000,000.00
        capital increase, EUR 800,000,000.00
        debt securities, the shareholders
        preferential right of subscription is
        maintained; the present delegation is
        given for a length ending on the day
        of the next AGM; authorize the
        Executive Committee to take all
        necessary measures and accomplish all
        formalities necessary to carry out the
        capital; the present delegation
        granted to the Executive Committee
        gives it the possibility to decide
        inside the here-above ceiling, a
        capital increase reserved to the
        members of an Enterprise Savings Plan
        Article L. 443-5, 2nd paragraph:
O.18    Authorize the Executive Committee to                          Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of any kind of securities giving
        access to the share capital for a
        maximum nominal amount of EUR
        15,000,000.00 capital increase, EUR
        800,000,000.00 debt securities, the
        shareholders preferential right of
        subscription is cancelled; the present
        delegation is given for a length
        ending on the day of the next AGM; the
        present delegation granted to the
        Executive Committee gives it the
        possibility to decide inside the
        here-above ceiling, a capital increase
        reserved to the members of an
        Enterprise Savings Plan Article L.
        443-5, 2nd paragraph: French Labour
        Law; authorize the Executive
        Committee to take all necessary
        measures and accomplish all
        formalities necessary to carry out the
        capital



O.2     Approve the allocation of sums to be                          Mgmt       No Action         *
        assigned and amounting to EUR
        198,590,991.75 as follows: FY net
        profit: EUR 154,322,998.69; prior
        retained earnings: EUR 39,530.98;
        dividend concerning the self detained
        shares owned by SAGEM on the day of
        the payment of the dividend: EUR
        1,104,326.10, dividend concerning the
        1,462,448 shares cancelled by the
        executive committee s decision of 23
        APR 2003: EUR 1,316,203.20, dividends
        and profits linked to the retroactive
        effect of the mergers approved on 18
        DEC 2003: EUR 12,898,035.78, amount
        resulting from changes of calculation
        method for non taxable provisions: EUR
        28,909,897.00, i.e., an amount of EUR
        198,590,991.75 which will be allocated
        as follows: optional reserve: EUR
        164,000,000.00, statutory dividend:
        EUR 1,820,261.45, additional dividend
        : EUR 2,400,653.81, balance carried
        forward: EUR 370,076.49; the
        shareholders will receive a net
        dividend of EUR 0.94 with a
        corresponding tax credit of EUR 0.47,
        it will be paid on 25 MAY 2004. the
        merger premium of COFICEM by SAGEM S.
        A. amounting to EUR 31,000,000.00 is
O.21    Approve to set to EUR 100,000,000.00,                         Mgmt       No Action         *
        the ceiling for the capital increase
        to which the Executive Committee
        will be allowed to proceed up on the
        basis of the previous resolutions;
        each capital increase realized as per
        1 of these resolutions will be set
        out in this ceiling
O.22    Approve to set to EUR                                         Mgmt       No Action         *
        1,000,000,000.00 the ceiling of the
        Company securities to which the
        Executive Committee will be allowed
        to proceed up on the basis of the
        previous resolutions; each issue
        realized as per 1 of these
O.23    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
O.3     Acknowledge the consolidated accounts                         Mgmt       No Action         *
        concerning the FY 2003, accordingly
        to the disposals of the Articles L.
        233-16 and following French



O.4     Approves the Auditors special                                 Mgmt       No Action         *
        report, in accordance with the
        provisions of Articles L. 225-86 and
        following French Commercial Law
O.5     Appoint Constantin Associes as the                            Mgmt       No Action         *
        Statutory Auditor for a period of 6
        years
O.6     Appoint Mr. M. Jean-Francois Serval                           Mgmt       No Action         *
        as the Deputy Auditor for a period of
        6 years
O.7     Appoint Deloitte Touche Tohmatsu                              Mgmt       No Action         *
        Audit as the Statutory Auditor for a
        period of 6 years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of BEAS as the Deputy Auditor for a
        period of 6 years
O.9     Appoint Mr. M. Yves Guena as a member                         Mgmt       No Action         *
        of the Supervisory Board for a
        period of 6 years





                                                                         
- -------------------------------------------------------------------------------------------------------
SAGEM SA, PARIS                                                               Agenda: 700436163
     CUSIP: F03381138                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/18/2003          ISIN: FR0000073272
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please



E.15    Amend, pursuant to the approve of                             Mgmt       No Action         *
        above resolutions, Article 6 of the
        Articles of Association
E.4     Authorize the Executive committee to                          Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of 500,000 new shares, reserved
        to the employees of the Company for a
        maximum nominal amount of EUR
        500,000.00; Authority is valid for a
        period of 5 years; and grant all
        powers to the Executive Committee to
        take all necessary measures and
        accomplish all formalities necessary
        to carry out
E.6     Approve, in remuneration rights of                            Mgmt       No Action         *
        the shareholders of the Company
        Coficem, to increase its share
        capital of EUR 15,616,240.00 to carry
        it of EUR 38,850,000.00 to EUR
        54,466,240.00 by the creation of
        15,616,240 new shares of EUR 1.00 of
O.1     Approve to increase the share capital                         Mgmt       No Action         *
        amounting to EUR 33,300,000.00
        divided into 33,300,000 shares of EUR
        1.00 each, a sum of EUR 5,550,000.00
        and carry it to EUR 38,850,000.00
O.10    Approves the realization of the                               Mgmt       No Action         *
        merger highlighting a net assets
        transmitted by EUR 312,427,059.04
O.11    Approve the merger and acknowledge                            Mgmt       No Action         *
        that the capital increase be
        definitely realized and that
        consequently the Amalgamation-Merger
        of Sagem International be final and
        that said Company be dissolved
        without liquidation at the closing of
        the present meeting
O.12    Acknowledge that because the                                  Mgmt       No Action         *
        realization of the Amalgamation-
        Merger of Sagem International by
        Sagem SA the existence of a Boni of
        merger of an amount of EUR
O.13    Approve that the balance of the Boni                          Mgmt       No Action         *
        of Mergerof EUR 115,655,81666 be
        registered in an account premium of
        merger of the Company
O.14    Approve to decrease the capital of                            Mgmt       No Action         *
        the Company of EUR 1,139,40000
        corresponding to a nominal amount, so
        returning the capital of EUR
        37,544,629.00 to EUR 36,405,229.00
O.16    Approve to decrease in EUR                                    Mgmt       No Action         *
        148,529.30, the amount of the legal
        reserve to carry it to 10% of the
        amount of the new capital



O.17    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.2     Approve to create 5,550,000 new                               Mgmt       No Action         *
        shares of EUR 1.00 each, allocated
        free of Titular shareholders of
        shares of 1 new share for 6 old
O.3     Amend the Article of Associations No.                         Mgmt       No Action         *
        32
O.5     Approve the Amalgamation-Merger                               Mgmt       No Action         *
        Project of The Coficem Company by The
        Sagem S.A. Company dated 30 OCT 2003,
        under which it is stated that the
        Company shall contribute the total of
        its assets, with the corresponding
        taking-over of all its
O.7     Approve the merger and acknowledge                            Mgmt       No Action         *
        that the capital increase be
        definitely realized, and that
        consequently, the Amalgamation-Merger
        of Coficem be final and that said
        Company be dissolved without
        liquidation at the closing of the
        present meeting
O.8     Approve a premium of merger: EUR                              Mgmt       No Action         *
        101799,042.22 allocations on the
        premium of merger of a sum of EUR
        75,537,753.55
O.9     Approve to cancel the shares by                               Mgmt       No Action         *
        decrease of the capital of the
        Company of an amount of EUR
        16,921,611.00 corresponding to
        nominal, to carry it back the capital
        of EUR 54,466,240.00 to EUR

- -------------------------------------------------------------------------------------------------------
AVENTIS                                                                       Agenda: 700499456
     CUSIP: F0590R100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: FR0000130460
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
1.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003; net profits for
        the FY EUR 847,051,268.13
10.     Approve to no shareholder can have                            Mgmt       No Action         *
        more than 15% voting rights directly
        or indirectly and amend Article 16.5
        of Articles of Association



11.     Authorize the Executive Board to                              Mgmt       No Action         *
        issue 857,192,062 stand alone warrants
        to the shareholders free of charge in
        the proportion of 1 warrant per share
        held by the shareholder; the number of
        shares owned per shareholder will be
        determined by the number shares tied
        up on the second banking day before
        the closing of the Sanofi Synthelabo
        offer dated 26 JAN 2004 or any further
        public offering effected by Sanofi
        Synthelabo not agreed by Aventi s
        Supervisory Board and the warrants
        will be distributed on the last
        banking day before the closing date of
        the offer; each stand alone warrant
        will give right to subscribe to 1
        share of EUR 3.82 nominal value, to be
        paid up in cash or by compensation of
        a liquid recoverable and mature debt;
        exercise of said warrants is linked to
        the agreement by the French Market
        Authority of above offer(s) and to the
        possible sale of Plavix or its
        possible licensing before 31 DEC 2007;
        anticipated exercise accepted in case
        of public offering not accepted by
        French Market; Authority AMF,
        increase of share nominal value,
        merger into a Company with a superior
        share nominal value,
12.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jean-Marc Bruel as a Member of
        the Supervisory Board for 3 years
13.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Martin Fruhauf as a Member of
        the Supervisory Board for 3 years
14.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Serge Kampf as a Member of the
        Supervisory Board for 3 years
15.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Hubert Markl as a Member of
        the Supervisory Board for 3 years
16.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Gunter Metz as a Member of the
        Supervisory Board for 3 years
17.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Didier Pineau-Valancienne as a
        Member of the Supervisory Board for 3
        years
18.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Mme Seham Razzouqi as a Member
        of the Supervisory Board for 3 years



19.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Michel Renault as a Member of
        the Supervisory Board for 3 years
2.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003; net consolidated profits
        EUR 1,901,270,000.00
20.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Hans Jurgen Schinzler as a
        Member of the Supervisory Board for 3
21.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Marc Vienot as a Member of the
        Supervisory Board for 3 years
22.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
3.      Approve the appropriation profits as                          Mgmt       No Action         *
        follows: profits for the FY EUR
        847,051,268.13; legal reserve EUR
        28,215,607.03; regulated reserves EUR
        10,000.00; balance amount EUR
        818,825,661.10 plus prior retained
        earnings EUR 1,449,676,409.16 total to
        appropriate EUR 2,268,502,070.26;
        global dividend EUR 657,880,101.74;
        balance carry forward EUR
        1,610,621,968.52; net dividend per
        share EUR 0.82 with EUR 0.41 tax
        credit, to be paid on 25 JUN 2004
4.      Approve the regulated agreements                              Mgmt       No Action         *
        mentioned in the Special auditors
        report
5.      Authorize the Executive Board, in                             Mgmt       No Action         *
        substitution for the authority on 17
        APR 2003, to trade Company shares on
        the stock exchange, in view of
        adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 100.00; minimum
        selling price: EUR 50.00; maximum
        number of shares to be acquired
        80,229,280 shares for EUR
        8,022,928,000.00; Authority expires
        at the end of 18 months
6.      Appoint Mr. Yves Nicolas as deputy                            Mgmt       No Action         *
        Auditor in replacement of
        PricewaterhouseCoopers Audit, for the
        un effected part of its term
7.      Approve to fix threshold trespassing                          Mgmt       No Action         *
        notification at 5 banking days after
        threshold trespassing date and to
        amend Article 7 of Articles of
        Association accordingly



8.      Appoint the Members of the Executive                          Mgmt       No Action         *
        board for 3 years and amend Article
        11 of Articles of Association
9.      Appoint the Members of the                                    Mgmt       No Action         *
        Supervisory Board for 3 years and
        amend Article 13 of Articles of
        Association accordingly





                                                                        
- -------------------------------------------------------------------------------------------------------
AVENTIS                                                                       Agenda: 700521796
     CUSIP: F0590R100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/11/2004           ISIN: FR0000130460
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the



        local custodian is instructed to amend
        the vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.7     Approve to comply with the new                                Mgmt       No Action         *
        provisions of Article L.233-7 of the
        French Commercial Code to amend
        Paragraphs 1.a, 1.b and 3 of Article
        7 of the Company s Articles of
        Association, pertaining to the notice
        period for declaring the crossing of
        thresholds in the Company s share
        capital and that this period be
        reduced to 5 trading days as from the
        date on which the threshold has been
        crossed from 15 days
E.8     Amend Paragraph 2 of Article 11 of                            Mgmt       No Action         *
        the Company s Articles of Association
        to change the term of appointment of
        Members of the Management Board to 3
        years from 5 years
E.9     Amend Paragraph 2 of Article 13 of                            Mgmt       No Action         *
        the Company s Articles of Association
        to change the term of appointment of
        new Supervisory Board Members to 3
        years from 5 years
O.1     Approve the Company s financial                               Mgmt       No Action         *
        statements the Parent-Company
        financial statements for the YE 31
        DEC 2003 showing a net profit of EUR
        847,051,268.13
O.10    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Jean-Marc Bruel as
        a Member of Supervisory Board for a
        period of 3 years
O.11    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Martin Fruhauf as
        a Member of the Supervisory Board for
        a period of 3 years
O.12    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Serge Kampf as a
        Member of the Supervisory Board for a
        period of 3 years
O.13    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Hubert Markl as a
        Member of the Supervisory Board for a
        period of 3 years
O.14    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Gunter Metz as a
        Member of the Supervisory Board for a
        period of 3 years
O.15    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Didier Pineau-



        Valencienne as a Member of the
        Supervisory Board for a period of 3
        years
O.16    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Seham Razzouqi as
        a Member of the Supervisory Board for
        a period of 3 years
O.17    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Michel Renault as
        a Member of the Supervisory Board for
        a period of 3 years
O.18    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Hans-Jurgen
        Schinzler as a Member of the
        Supervisory Board for a period of 3
        years
O.19    Approve the renewal of the term of                            Mgmt       No Action         *
        appointment of Mr. Marc Vienot as a
        Member of the Supervisory Board for a
        period of 3 years
O.2     Approve the consolidated financial                            Mgmt       No Action         *
        statements for the YE 31 DEC 2003
        showing a consolidated net profit of
        EUR 1,901,270,000
O.20    Grant full powers to the bearer of a                          Mgmt       No Action         *
        copy or extract of the minutes of
        this meeting to undertake any
        formalities for public notice or
O.3     Approve the appropriation of earnings                         Mgmt       No Action         *
        and a net dividend of EUR 0.82
        associated with a tax credit of EUR
        0.41 for a gross dividend of EUR 1.23
        and that the coupon be detached on
        15 JUN 2004 and the dividend be
        payable in Euros as of 15 JUL 2004
O.4     Approve the agreements mentioned in                           Mgmt       No Action         *
        the Auditors special report
        regulated agreements
O.5     Authorize the management Board to                             Mgmt       No Action         *
        acquire up to a maximum of 80,229,280
        of the Company s own shares, or less
        than 10% of the number of shares
        outstanding for the following
        purposes: a) stabilize the trading
        price of the Company s stock; b) buy
        and to sell the Company s shares in
        consideration of market conditions; c)
        grant shares to employees or Directors
        and Officers of the Company; d) hold
        such shares and transfer them by any
        means, including by means of option
        transactions, in particular via their
        sale on the stock market or over the
        counter, the



        sale of blocks of shares in connection
        with public purchase, exchange or sale
        offerings, and the purchase or the
        sale of buy or sell options; e) use
        such shares in any other appropriate
        manner to optimize the management of
        the stockholders equity of the Company
        and to effect transactions to further
        the external growth of the Company; f)
        cancel the acquired shares; maximum
        purchase price shall not exceed EUR
        100 and the minimum sale price shall
        not be less than EUR 50; Authorization
        is
O.6     Appoint Mr. Yves Nicolas as a                                 Mgmt       No Action         *
        Substitute Auditor until the close of
        the general meeting convened to vote
        on the accounts for 2005

- -------------------------------------------------------------------------------------------------------
ATOS ORIGIN                                                                   Agenda: 700516656
     CUSIP: F06116101                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/4/2004            ISIN: FR0000051732
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have a



        trade transacted (sell) for either the
        full security position or a partial
        amount after the vote instruction has
        been submitted to ADP and the Global
        Custodian advises ADP of the position
        change via the account position
        collection process, ADP has a process
        in effect which will advise the Global
        Custodian of the new account position
        available for voting. This will ensure
        that the local custodian is instructed
        to amend the vote instruction and
        release the shares for settlement of
        the sale transaction. This procedure
        pertains to sale transactions with a
1.      Receive the Executive Committee,                              Mgmt       No Action         *
        Supervisory Board Chairman reports,
        the Group Company and consolidated
        accounts and the Auditors General
        report, and approve the consolidated
        accounts for the FY 31 DEC 2003; and
        grant permanent discharge to the
        Executive Committee for its
        assignment for the current year
2.      Approve the amount of the fiscal year                         Mgmt       No Action         *
        profit: EUR 22,459,056.64; legal
        reserve: EUR 381,395.90, which is so
        brought to EUR 4,786,963.30; i.e. a
        total of EUR 22,077,660.74 allocated
        to the balance carried forward, which
        is so brought to EUR 126,532,932.59
3.      Approve the Special Auditor s report,                         Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-86 and followings of
        the French Commercial Law
4.      Authorize the Executive Committee, in                         Mgmt       No Action         *
        substitution for the authority of the
        general meeting of 27 MAY 2003, to
        trade the Company shares on the stock
        exchange in view of adjusting their
        price as per the following conditions:
        maximum purchase price: EUR 80.00;
        and, maximum number of shares to be
        traded: 10% of the share capital, and
        the maximum amount of the purchases
        will not exceed EUR 534,957,040.00;
        Authority expires at the end of 18
        months; and authorize the Executive
        Committee to take all necessary
        measures and accomplish all
        formalities necessary to carry out the
        capital increase
5.      Appoint Mr. Michel Soublin as a                               Mgmt       No Action         *
        Member of the Supervisory Board for
        the remaining period of its



6.      Authorize the Executive Committee to                          Mgmt       No Action         *
        purchase 8,500,000 new shares of the
        Company or existing ones the
        beneficiaries will be chosen by the
        Executive Committee among the Company
        employees and the Managers, the
        shareholders preferential right of
        subscription is cancelled in favour
        of the said Beneficiaries; Authority
        is valid for 38 months; and
        authorize the Executive Committee to
        take all necessary measures and
        accomplish all necessary formalities
7.      Approve that, as per the Article                              Mgmt       No Action         *
        l.225-129 vii of the French Commercial
        Law, and granted by the EGM of 31 OCT
        2000 in its Resolutions 7 and 8,
        capital increases reserved to the
        members of an enterprise savings plan,
        have not been utilized not to give an
        additional authorization to realise a
        capital increase reserved to the
        members of
8.      Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed

- -------------------------------------------------------------------------------------------------------
STE BIC S.A.                                                                  Agenda: 700513826
     CUSIP: F10080103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/3/2004            ISIN: FR0000120966
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity



        as Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.10    Grant all powers to the Board of                              Mgmt       No Action         *
        Directors to decrease the share
        capital by canceling the shares held
        by the Company in connection with a
        stock repurchase plan, within a limit
        of 10% over a 24-month period;
        Authority is given up to the general
        meeting called to rule on annual
        accounts for the FY 2004; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities
E.11    Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed with the pre-emptive right of
        subscription, in one or in several
        stages, in France or abroad, with the
        issue of new shares, securities,
        equity warrants, to incorporate the
        reserves, profits, existing issue
        premiums, merger surplus or share
        premiums, to be carried out by the
        distribution of free shares or the
        increase of the par value of the
        existing shares; the capital increase
        shall not exceed a nominal amount of
        EUR 50,000,000.00; Authority is given
        for a period of 26 months; and
        authorize the Board of Directors, with
        the possibility of sub- delegation to
        his Chairman, to take



        all necessary measures and accomplish
        all necessary formalities
E.12    Approve that the issue of securities                          Mgmt       No Action         *
        can be proceeded without the pre-
        emptive right of subscription; the
        capital increase in accordance with
        this delegation shall not exceed a
        nominal amount of EUR 50,000,000.00;
        Authority is given for a period of
        26 months
E.14    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital in one or
        in several stages by issuing shares to
        the benefit of the Company s or linked
        Company s employees within a limit of
        3% of the existing capital; Authority
        is valid for 5 years; Authorize the
        Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
O.1     Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003, as presented
        to it; grant permanent discharge to
        the Board of Directors for the
        completion of its assignment for the
O.13    Approve that the various delegations                          Mgmt       No Action         *
        given to the Board in Resolutions 11
        and 12 at the present meeting shall
        be used in whole or in part within
        the regulations in force in a period
        of take-over bid or exchange bid on
        the Company s shares up to the
        general meeting called to rule on
        annual accounts for the FY 2004
        starting from the date of the present
O.15    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.2     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
O.3     Approve the appropriation of the                              Mgmt       No Action         *
        profits as follows: profits for the
        FY: EUR 127,097,242.00; prior
        retained earnings: EUR
        122,189,011.27; global dividend: EUR
        42,906,380.80; balance carried
O.4     Approve the Auditors special report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L.225-38 and following of
        the French Commercial Law



O.5     Approve to set an amount of EUR                               Mgmt       No Action         *
        124,000.00 to be allocated to the
        Board of Directors as attendance fees
O.6     Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 45.00; minimum
        selling price: EUR 20.00; maximum
        number of shares to be traded: 10% of
        the share capital; Authority is
        given up to the general meeting
        called to rule on annual accounts for
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Bruno Bich as Director for a
        period of 3 years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Mario Guevara as Director for
        a period of 3 years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Gilles Pelisson as a Director
        for a period of 3 years

- -------------------------------------------------------------------------------------------------------
BNP PARIBAS                                                                   Agenda: 700488225
     CUSIP: F1058Q238                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/28/2004           ISIN: FR0000131104
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE MEETING WILL BE                            Non-       No Action         *
        HELD ON THE SECOND CALL ON 28 MAY                            Voting
        2004 (AND NOT ON 13 MAY 2004). PLEASE
        ALSO NOTE THAT YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID. THANK
        YOU. YOUR SHARES WILL BE BLOCKED UNTIL
        THE QUORUM IS MET OR THE MEETING IS
        CANCELLED. THANK YOU.

E.11    Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors, in replacement of
        any existing authority, to proceed, in
        France or Abroad, with the issue of
        the Company shares and of securities
        of any kind (the preferential right is
        maintained) for a maximum nominal
        amount of EUR 1,000,000,000.00
        (capital increases), EUR
        10,000,000,000.00 (debt securities);
        Authority is given for 26 months; and
        approve to delegate all powers to the
        Board of Directors to take all
        necessary measures and accomplish all
        formalities necessary to carry out the
        capital increase



E.12    Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors, in replacement of
        any existing authority, to proceed, in
        France or Abroad, with the issue of
        the Company shares and of securities
        of any kind (preferential subscription
        right: cancelled), for a maximum
        nominal amount of: EUR 340,000,000.00
        (capital increase), EUR
        8,000,000,000.00 (debt securities);
        Authority is given for 26 months; and
        approve to delegate all powers to the
        Board of Directors to take all
        necessary measures and accomplish all
        formalities necessary to carry out
E.13    Approve to delegate to the Board of                           Mgmt       No Action         *
        Directors all powers, in replacement
        of any existing authority, in order to
        increase the Company share capital on
        its sole decision by a maximum nominal
        amount of EUR 1,000,000,000.00, by way
        of incorporating all or part of the
        reserves, profits, existing share
        premiums, to be carried out by the
        distribution of free shares or the
        increase of the par value of the
        existing shares; Authority is valid
        for 26 months; and approve to
        delegate all powers to the Board of
        Directors to take all necessary
        measures and accomplish all
        formalities necessary to carry out
E.14    Approve that the delegations granted                          Mgmt       No Action         *
        to the Board of Directors to realize
        increases of the Company s share
        capital, are not maintained in a
        period of take-over or exchange bid on
        the Company s shares (except for the
        transactions the principal decision of
        which was approved by the Board of
        Directors); Authority is valid till
        the Company general meeting which will
        have to deliberate upon the accounts
        of the 2004 FY
E.15    Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors to proceed, in
        France or Abroad, with the issue of
        shares reserved to members of the
        Enterprise Savings Plan for a maximum
        nominal amount of EUR 20,000,000.00
        starting the present meeting (instead
        of EUR 60,000,000.00 as previously set
        by the Combined General Meeting



        of 14 MAY 2003, Resolution No.16);
        Authority is given for a period of 26
        months
E.16    Approve to grant all powers to the                            Mgmt       No Action         *
        Board of Directors, in replacement of
        any existing authority, to decrease
        the share capital by canceling the
        shares held by the Company in
        connection with a Stock Repurchase
        Plan, within a limit of 10% of the
        share capital over a 18 months period
E.17    Amend Articles 9, 10, 12, 13 and 15                           Mgmt       No Action         *
        of the Articles of Association
E.18    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.1     Receive the Board of Directors and of                         Mgmt       No Action         *
        the Auditors reports for the FY
        closed on 31 DEC 2003 and approve the
        consolidated accounts for the FY
O.10    Approve to grant all powers to the                            Mgmt       No Action         *
        bearer of a copy or an extract of the
        minutes of the present in order to
        accomplish all deposits and
        publications which are prescribed by
        law
O.2     Receive the Board of Directors and of                         Mgmt       No Action         *
        the Auditors reports and approve
        the the accounts and the balance
        sheet for the FY 2003 and the net
        profit after tax amounts to EUR
O.3     Approve that the total (formed by the                         Mgmt       No Action         *
        FY net profit of EUR
        2,358,756,301.88 and the credit prior
        retained earnings of EUR
        6,110,425,156.15), i. e. a sum of EUR
        8,469,181,458.03 will be allocated
        as follows: to the legal reserve: EUR
        856,423.20, to the special reserve
        on long-term capital gains: EUR
        102,919,700.80, to the investment
        special reserve: EUR 36,193,223.00,
        to the global dividend: EUR
        1,310,242,625.80, to the balance
        carried forward: EUR 7,018,969,485.23
        and the shareholders will receive a
        net dividend of EUR 1.45 with a
        corresponding tax credit of EUR
O.4     Approve the Auditors special report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-38 (French Commercial
        Law)



O.5     Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors, in replacement of
        any existing authority, to proceed, in
        France or Abroad, with the issue of
        debt securities (bonds, similar
        securities) for a maximum nominal
        amount of EUR 30,000,000,000.00;
        Authority is given for 26 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all
O.6     Authorize the Board of Directors, in                          Mgmt       No Action         *
        replacement of any existing
        authority, to trade the Company s
        shares on the stock exchange, notably
        in view of adjusting their price as
        per the following conditions: maximum
        purchase price: EUR 75.00, minimum
        selling price: EUR 35.00, maximum
        number of shares to be traded: 10% of
        the share capital; Authority is
        given for 18 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Louis Schweitzer as a
        Director for 3 years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Lindsay Owen-Jones as a
        Director for 3 years
O.9     Acknowledge that Mr. M. Davide Peake                          Mgmt       No Action         *
        does not ask the renewal of its term
        of association as Director and
        decides not to appoint a new Director

- -------------------------------------------------------------------------------------------------------
BOUYGUES, GUYANCOURT                                                          Agenda: 700487932
     CUSIP: F11487125                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: FR0000120503
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a



E.15    Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 25
        APR 2002, to increase the share
        capital by issuing shares and
        securities, giving access to the
        share capital with preferential
        subscription right and by
        incorporation of reserves, not more
        than EUR 150,000,000.00  EUR
        4,000,000,000.00 for debit securities,
        they shall be granted preferably
        to the owners of shares and
        investment certificates who can
        subscribe as of right; Authority
E.16    Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 25 APR
        2002, to issue shares and securities
        capital by issuing shares and
        securities, giving access to the share
        capital with preferential subscription
        right and by incorporation of
        reserves, not more than EUR
        150,000,000.00 EUR 4,000,000,000.00
        for debit securities, these limits
        shall be included in the limits set
        for Resolution 15 above, such
        securities may remunerate securities
        brought to the Company in a public
        exchange offer initiated in accordance
        with Article L.225-148 of the French
        Commercial Law; Authority expires at
        the end of 26
E.17    Approve that Resolution 15 and 16                             Mgmt       No Action         *
        above shall be used in a period of
        take-over bid or exchange the amount
        of EUR 150,000,000,000.00; the
        authority is valid till the meeting
        called to deliberate on the 2004
        accounts and approve the subscribers
        to the 1.70% 1999-2006 Bouygues loan
        on 16 APR 2004;
E.18    Authorize the Board to issue shares                           Mgmt       No Action         *
        to be paid-up in cash, not exceeding
        10% of the share capital, this share
        issue be reserved to the employees of
        the Group who subscribed to 1 of the
        Group Saving Plans, such capital
        increase shall not exceed 10% of the
        total capital increase resulting from
        Resolutions 15 and 16 above; and; the
        Board shall deliberate on the
        advisability of this capital increase;
        Authority expire at the end of 26
        months



E.19    Grant all power to the Board to                               Mgmt       No Action         *
        decrease the share capital, by
        canceling repurchased shares, not
        exceeding 10% of the share capital in
        24 months; reduce the share capital
        and modify the Articles accordingly;
        Authority expires at the end of 18
        months;
E.20    Authorize the Board to issue options                          Mgmt       No Action         *
        to subscribe or to buy shares, in
        accordance with Article L.225-182 of
        the French Decree of 23 MAR 1967,
        these options shall be exercised not
        later than 7 years after they are
        granted and are reserved to some
        categories of employees and social
        representatives; Authority expires at
        the end of 28 months;
E.21    Modify the By-laws Articles 13 in                             Mgmt       No Action         *
        accordance with financial security
E.22    Modify the By-laws Articles 15 in                             Mgmt       No Action         *
        accordance with financial security
E.23    Delegate all powers for the Board of                          Mgmt       No Action         *
        Directors to grant stock options
O.1     Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003, of net profits
        EUR 216,422,001.36 and grant
        permanent discharge to the Directors
        on completion of their assignments
        for the FY 2003
O.10    Appoint Mr. Alain Pouyat as a                                 Mgmt       No Action         *
        Director for 6 years
O.11    Approve to renew the term of office                           Mgmt       No Action         *
        of Mazars Et Guerard as the Auditor
        for 6 years
O.12    Approve to renew the term of office                           Mgmt       No Action         *
        of Thierry Colin as the Deputy
        Auditor for 6 years
O.13    Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 25
        May 2000, to issue debt securities
        for a maximum amount of EUR
        4,000,000,000.00, securities with
        interest rate and/or premium should
        be included in this amount;
        Authority expires at the end of 5



O.14    Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 24
        APR 2003, to repurchase the Company
        shares at a maximum price of
        1,000,000,000.00; not exceeding 10%
        of the share capital; to trade the
        Company s shares on the stock
        exchange in view of adjusting their
        price as per the following
        conditions: at a maximum price of EUR
        50.00; minimum price of EUR 20.00;
        Authority expires at the end of 18
O.2     Approve the consolidated accounts at                          Mgmt       No Action         *
        31 DEC 2003, of net profits Group
        shares EUR 450,000,000.00
O.3     Approve the appropriation of profits                          Mgmt       No Action         *
        as follows: profits for the FY: EUR
        219,302,777.88; special reserve on
        long term capital gain: EUR
        5,437,937.00; global dividend: EUR
        16,659,988.45; additional dividend:
        149,939,986.05; balance carried
        forward: EUR 47,264,856.38; and, the
        shareholders will receive a net
        dividend of EUR 0.50, with a
        corresponding tax credit of EUR 0.25;
        this dividend will be paid on 29 APR
        2004
O.4     Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L.225-40 and l.225-38 of the
        French Commercial Law
O.5     Appoint Mr. Charles De Croisset as a                          Mgmt       No Action         *
        Director replacing Mr. Alain Pouyat,
        for the uneffected part of his term
O.6     Appoint Mr. Thierry Jourdaine as a                            Mgmt       No Action         *
        Director replacing Mr. Daniel
        Devillebichot, for the uneffected
        part of his term
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Charles De Croisset as a
        Director for 6 years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Yves Gabriel as a Director for
        6 years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Financiere Pinault as a
        Director for 6 years



- -------------------------------------------------------------------------------------------------------
GROUPE DANONE                                                                 Agenda: 700458854
     CUSIP: F12033134                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: FR0000120644
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE MEETING WILL BE                          Non-       No Action         *
        HELD ON 15 APR 2004. YOUR VOTING                             Voting
        INSTRUCTIONS WILL REMAIN VALID AND
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET. THANK YOU OUR SHARES
        WILL BE BLOCKED UNTIL THE QUORUM IS
        MET OR THE MEETING IS CANCELLED. THANK
        YOU
E.13    Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of transferable securities
        with the preferential subscription
        right for a maximum nominal amount of
        EUR 2,000,000,000.00; Authority
        expires at the end of 26 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities
E.14    Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed with the issue of
        transferable securities without the
        preferential subscription right and
        with the option of granting a
E.15    Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of new shares reserved of
        the employees of the Company Groupe
        Danone for a maximum nominal amount
        of EUR 2,000,000.00; Authority
        expires at the end of 26 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all formalities necessary
        to carry out the capital increase
E.16    Approve, after deliberating on the                            Mgmt       No Action         *
        Board of Directors report, to
        overhaul the Articles of Association
        in order to harmonize them with the
        legal provisions in force and
        modifies the Articles numbers 2, 11
E.17    Approve to proceed to divided of the                          Mgmt       No Action         *
        par value of the shares of the
        Company 2 new shares against of EUR
O.1     Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-38 of the Commercial



O.10    Appoint Patrick De Cambourg as the                            Mgmt       No Action         *
        Deputy Auditor for a period of 6
O.11    Appoints Anne Monteil as a Deputy                             Mgmt       No Action         *
        Auditor for a period of 6 years
O.12    Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum purchase
        price: EUR 200.00; minimum selling
        price: EUR 120.00; and maximum number
        of shares to be traded: 10; Authority
        is valid for a period of 18 months;
        and approve that the present
        delegation cancels and replaces, for
        the period unused, the delegation
        given by the MIX
O.18    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
O.2     Receive the Board of Directors report                         Mgmt       No Action         *
        and the General Auditors report and
        approve the consolidated accounts and
        the balance sheet for the FY 2003,
        as presented to it
O.3     Approve the appropriation of the                              Mgmt       No Action         *
        profits as follows: profits for the
        FY: EUR 191,383,293.40; prior
        retained earnings: EUR
        1,391,592,951.81; distributable
        profits: EUR 1,582,976,245.21; global
        dividend: EUR 327,504,957.85;
        balance carried forward: EUR
        1,255,471,287.36; and the
        shareholders will receive a net
        dividend of EUR 2.45, with a
        corresponding tax credit of EUR
        1.225; this dividend will be paid on
O.4     Approve to ratify the decision of the                         Mgmt       No Action         *
        Board of Directors to transfer the
        head office of the Company to, 17
        Boulevard Haussmann, 75009 Paris
O.5     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Franck Riboud as a Director
        for a period of 3 years
O.6     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Emmanuel Faber as a Director
        for a period of 3 Years
O.7     Approve to maintain Mr. Jerome                                Mgmt       No Action         *
        Seydoux as a Director for a period of
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Cabinet Mazars and Guerard as
        Statutory Auditor for a period of 6
        years



O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Cabinet PricewaterhouseCoopers
        Audit as Statutory Auditor for a
        period of 6 years

- -------------------------------------------------------------------------------------------------------
BUSINESS OBJECTS SA, LEVALLOIS-PERRET                                         Agenda: 700430262
     CUSIP: F12338103                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/11/2003          ISIN: FR0004026250
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING 114932 DUE TO CHANGE IN                          Voting
        THE MEETING DATE. ALL VOTES RECEIVED
        ON THE PREVIOUS MEETING WILL BE
        DISREGARDED AND YOU WILL NEED TO
        REINSTRUCT ON THIS MEETING NOTICE.
        THANK YOU
E.1     Approve the acquisition of Crystal                            Mgmt       No Action         *
        Decisions evaluated for USD
E.2     Approve the amount of the capital                             Mgmt       No Action         *
        increase by contributions of the
        number of shares to be issued in
        payment for the contributions
E.3     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed with the issue of equity
        warrants of 15,000 new shares of par
        value of EUR 0.10 each, reserved for
        Mr. David J. Roux, for a maximum
        nominal amount of EUR 1,500.00;
        Authority expires at the end of 1
        year; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all
        formalities necessary to carry out
E.4     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed with the issue of 250,000
        shares of a parvalue of EUR 0.10
        each, the subscription of which is
        reserved for business objects S.A
        Employee Benefits Trust; Authority
        expires at the end of 2 years; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all formalities necessary
        to carry out the capital increase



E.5     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed with the issue of 50,000
        shares of a parvalue of EUR 0.10
        each, the subscription of which is
        reserved for employees beneficiaries
        of the Enterprise Savings Plan;
        Authority expires at the end of 26
        months; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all
        formalities necessary to carry out
E.6     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution to the authority of 05
        JUN 2002, to proceed, in France or
        abroad, with the issue of transferable
        securities, with the preferential
        subscription right for a maximum
        nominal amount of EUR 1,300,000.00;
        Authority expires at the end of 26
        months; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all
        formalities necessary to carry out the
        capital increase
E.7     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority of the
        general meeting of 05 JUN 2002, to
        proceed, in France or abroad, with the
        issue of transferable securities,
        without the preferential subscription
        right for a maximum nominal amount of
        EUR 1,300,000.00; Authority expires at
        the end of 26 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        formalities necessary to carry out
E.8     Authorize the Board of Directors to                           Mgmt       No Action         *
        grant to the benefit of members to be
        chosen by it, stock options granting
        the right to purchase the Company s
        shares within a limit of 5% shares of
        a par value of EUR 0.10 each, and to
        set the price of the said shares in
        accordance with the provisions of
        Articles 208-1 and 208-3 of the Law
        of JUL 24, 1966  French Company Act;
        Authority expires at the end of 38
        months
O.10    Approve to set an amount of EUR                               Mgmt       No Action         *
        350,000.00 to be allocated to the
        Directors as attendance fees
O.11    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed



O.9     Appoint Mr. David J. Roux as a                                Mgmt       No Action         *
        Directors for a period of 3 years

- -------------------------------------------------------------------------------------------------------
BUSINESS OBJECTS SA, LEVALLOIS-PERRET                                         Agenda: 700515490
     CUSIP: F12338103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/10/2004           ISIN: FR0004026250
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a



E.11    Authorize the Board, to decrease the                          Mgmt       No Action         *
        share capital by canceling self-
        detained shares, not exceeding 10% of
        the share capital in 24 months;
        Authority is valid for 18 months and
        supersedes Resolution 13 of the
        combined general meeting of 15 MAY
E.12    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital EUR 4,500.00, by
        issuing warrants giving access to
        45,000 new shares of EUR 0.10 nominal
        value each, and grant free of charge
        to Mr. Arnold Silverman, to be
        exercised not later than 5 years
        after they are granted; and authorize
        the Board to mention the beneficiary
        s name in Article of Association 6;
        Authority is given for 1 year
E.13    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 4,500.00 by
        issuing subscription warrants giving
        access to 45,000 new shares of EUR
        0.10 nominal value each, and grant
        free of charge to Mr. Albert
        Eisenstat, to be exercised not later
        than 5 years after they are granted;
        and authorize the Board to mention
        the beneficiary s name in Article of
        Association 6; Authority is given
        for 1 year
E.14    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 4,500.00 by
        issuing subscription warrants giving
        access to 45,000 new shares of EUR
        0.10 nominal value each, and grant
        free of charge to Mr. Bernard
        Charles, to be exercised not later
        than 5 years after they are granted;
        and the Board shall mention the
        beneficiary s name in Article of
        Association 6; Authority is given
E.15    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 4,500.00 by
        issuing subscription warrants giving
        access to 45,000 new shares of EUR
        0.10 nominal value each, and grant
        free of charge to Mr. Kurtlauk, to be
        exercised not later than 5 years
        after they are granted; and authorize
        the Board to mention the beneficiary
        s name in Article of Association 6;
        Authority is given for 1 year



E.16    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 3,000.00 by
        issuing subscription warrants giving
        access to 30,000 new shares of EUR
        0.10 nominal value each, and grant
        free of charge to Mr. Gerald Held, to
        be exercised not later than 5 years
        after they are granted; and authorize
        the Board to mention the beneficiary
        s name in Article of Association 6;
        Authority is given for 1 year
E.17    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 3,000.00 by
        issuing subscription warrants giving
        access to 30,000 new shares of EUR
        0.10 nominal value each, and grant
        free of charge to Mr. Jean-Francois
        Heitz, to be exercised not later than
        5 years after they are granted; and
        authorize the Board to mention the
        beneficiary s name in Article of
        Association 6; Authority is given for
        1 year
E.18    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 3,000.00 by
        issuing subscription warrants giving
        access to 30,000 new shares of EUR
        0.10 nominal value each, and grant
        free of charge to Mr. David
        Peterschmidt, to be exercised not
        later than 5 years after they are
        granted; and authorize the Board to
        mention the beneficiary s name in
        Article of Association 6; Authority
        is given for 1 year
E.19    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by EUR 3,000.00 by
        issuing subscription warrants giving
        access to 30,000 new shares of EUR
        0.10 nominal value each, and grant
        free od charge to Mr. David Roux, to
        be exercised not later than 5 years
        after they are granted; and authorize
        the Board to mention the beneficiary
        s name in Article of Association 6;
        Authority is given for 1 year
E.20    Authorize the Board, to increase the                          Mgmt       No Action         *
        share capital by issuing a maximum
        number of 100,000 shares of EUR 0.10
        nominal value reserved to the
        employees who subscribe to the group
        savings plan; Authority is valid
        till the end of the meeting called to
        deliberate on the 2005 accounts



E.21    Approve to maintain the issue                                 Mgmt       No Action         *
        conditions of the shares reserved to
        the members of the 1995 International
        Employee Stock Purchase Plan, as
        determined by Resolution 19 of the EGM
        of 15 MAY 2003 and Resolution 4 of the
        EGM of 11 DEC 2003
E.22    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing a maximum
        number of 352,000 shares of EUR 0.10
        nominal value, to be subscribed by
        Business Objects S.A. Employee
        Benefit Trust, in relation to the
        1995 International Employee Stock
        Purchase Plan; Authority is valid
E.23    Authorize the Board to: 1) create an                          Mgmt       No Action         *
        international stock purchase plan
        reserved to the employees of the Group
        named 2004 International Employee
        Stock Purchase Plan and 2) increase
        the share capital by issuing a maximum
        number of 475,000 shares of EUR 0.10
        nominal value, to be subscribed by
        said purchase plan; Authority is valid
        for 2 years
E.24    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing shares and
        securities with preferential
        subscription right, with the limits
        below: EUR 1,300,000.00 for shares
        and similar securities; EUR
        300,000,000.00 for debt securities;
        Authority is valid for 26 months and
        supersedes Resolution 6 of EGM of 11
E.25    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing shares and
        securities without preferential
        subscription right, except preferred
        shares or investment certificates
        where the total shares and similar
        securities issued shall be included
        in the corresponding limit fixed in
        Resolution E.24 and the debt
        securities issued shall not exceed
        EUR 300,000,000.00; Authority is
        valid for 26 months and supersedes
        Resolution 7 of EGM of 11 DEC 2003;
        and approve that this authority is
        used to remunerate securities brought
        to the Company in a public exchange
        offer launched by the Company, in
        accordance with the law



E.26    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by a maximum nominal
        amount of EUR 1,300,000.00, by
        incorporation of reserves where such
        maximum shall be included in the
        limits set for Resolution E.24;
        Authority is given for 26 months and
        supersedes all prior delegations of
        the same sort, namely Resolution 14
        of combined meeting of 05 JUN 2002
E.27    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by a maximum nominal
        amount of EUR 1,300,000.00, by issuing
        various types of securities reserved
        to some beneficiaries and that this
        securities issue be included in the
        limits set for Resolution 24 above and
        authorize the Board to choose the
        beneficiaries among the special
        beneficiaries mentioned above, where
        the debt securities issued shall not
        exceed EUR 300,000,000.00; Authority
        is
E.28    Approve to amend Articles 7, 11, 12                           Mgmt       No Action         *
        and 15 of the Articles of Association
        with the French Financial Security
        Law of 1 August
E.29    Approve to delete paragraph 19 in the                         Mgmt       No Action         *
        Article of Association 6 concerning
        cancellation of subscription warrants
E.30    Grants all powers to the bearer of a                          Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
O.1     Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003 as presented to
        it, especially the non-deductible
        charges EUR 168,903.81, and
        corresponding tax amount EUR 59843.00;
        and no expenses recorded with regard
        to Article 39-5 of the French tax code
        during the FY



O.10    Authorize the Board, in substitution                          Mgmt       No Action         *
        for Resolution 12 of the combined
        general meeting of 15 MAY 2003, to
        trade the Company shares on the stock
        exchange, to remunerate external
        growth operations, to grant shares to
        employees, compensate dilution
        effects, adjust the shares price and
        make use of extra cash available, as
        per the following conditions: maximum
        purchase price: EUR 35.00; minimum
        selling price: EUR 4.00; and, maximum
        number of shares to be acquired:
        8,400,000  or 10% of the share
        capital; maximum amount to be used
        250,000,000,.00  Authority expires at
        the end of 18 months
O.2     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts for the 2003 FY as presented
        to it
O.3     Approve the appropriation of the                              Mgmt       No Action         *
        profits as follows: profits for the
        FY: EUR 56,696,885.95; legal reserve:
        EUR 314,404.63; bringing it to EUR
        949,036.97; balance carried forward:
        EUR 56,382,481.32; bringing it to EUR
        171,050,617.97, and no dividends
        distribution for the past 3 fiscal
        years
O.4     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Arnold Silverman as a Director
        for 3 years
O.5     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Albert Eisenstat as a Director
        for 3 years
O.6     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Bernard Charles as a Director
        for 3 years
O.7     Appoint Mr. Kurt Lauk as a Director                           Mgmt       No Action         *
        for 3 years
O.8     Ratify the regulated agreement                                Mgmt       No Action         *
        mentioned in the special auditors
        report, not previously accepted by
        the Board of Directors
O.9     Approve the Special Auditor s report,                         Mgmt       No Action         *
        in accordance with the provisions of
        Article L 225-38 and following of
        the French trade code



- -------------------------------------------------------------------------------------------------------
CAP GEMINI SA, PARIS                                                          Agenda: 700426681
     CUSIP: F13587120                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/18/2003          ISIN: FR0000125338
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE QUORUM WILL                              Non-       No Action         *
        PROBABLY NOT BE REACHED ON THE FIRST                         Voting
        CALL ON 03 DEC 2003 AND THE SECOND
        CALL OF THE MEETING WILL BE HELD ON
        18 DEC 2003. THANK YOU
1.      Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of 6,276,554 shares, without
        preferential subscription right for a
        maximum nominal amount of EUR
        50,212,432.00; Authority is given for
        a period of 1 year; authorize the
        Board of Directors to take all
        necessary measures and accomplish all
        formalities necessary to carry out the
        capital increase
2.      Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with the
        issue of 18,829,662 of equity warrants
        for a maximum nominal amount of EUR
        9,414,824.00; Authority is given for a
        period of 1 year; authorize the Board
        of Directors to take all necessary
        measures and accomplish all
        formalities necessary to carry out the
        capital increase
3.      Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law

- -------------------------------------------------------------------------------------------------------
CAP GEMINI SA, PARIS                                                          Agenda: 700467740
     CUSIP: F13587120                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: FR0000125338
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
1.      Receive the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2002 and approve the
        amount of losses EUR 41,551,723.70
10.     Authorize the Board to decide upon a                          Mgmt       No Action         *
        share capital increase combined with
        the creation of a Group Savings Plan,
        such capital increase shall not exceed
        3,500,000 new shares of EUR 8.00
        nominal value each; Authority expires
        at the end of 3 years



11.     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by a maximum nominal
        amount of EUR 400,000,000.00 by
        issuing subscription warrants with
        preferential subscription right, to
        be granted preferably to owners of
        old shares; Authority expires at the
        end of 1 year; and the
        corresponding shares shall be issued
12.     Authorize the Board to issue                                  Mgmt       No Action         *
        subscription warrants without
        preferential subscription right and
        approve the share capital increases
        resulting from the issued shares shall
        not exceed EUR 400,000,000.00; the
        Board may grant a priority to the
        present shareholders, but the
        unsubscribed warrants shall be offered
        to the public; Authority expires at
        the end of 1 year; and the related
        shares shall be issued
13.     Authorize the Board to issue compound                         Mgmt       No Action         *
        securities with preferential
        subscription right, giving access to
        the existing shares or shares to be
        issued, to be subscribed in priority
        by the owners of old shares; the total
        share capital increase shall not
        exceed EUR 400,000,000.00 EUR
        3,000,000,000.00 for debt securities;
        Authority is valid as stipulated by
        law

14.     Authorize the Board to issue compound                         Mgmt       No Action         *
        securities without preferential
        subscription right, giving access to
        the existing shares or shares to be
        issued, not exceeding EUR
        400,000,000.00 EUR 3,000,000,000.00
        for debt securities and the like; it
        may give a priority to subscribe to
        the existing shareholders; Authority
        is valid as long as it is permitted by
        law



15.     Approve that the Board may use                                Mgmt       No Action         *
        Resolutions 9, 12 and 14 or
        Extraordinary Resolutions 15 and 17 of
        the general meeting of 07 MAY 2003, to
        remunerate securities brought by
        shareholders in the frame of an
        exchange bid launched by Cap Gemini on
        their Company; the price of such
        shares shall be fixed as stipulated by
        law and not as stipulated in said
        resolutions; the issue period shall
        correspond to the periods set in said
        resolutions; this resolution does not
        cancel Resolutions 1 and 2 of the
        general
16.     Approve that the global amount of the                         Mgmt       No Action         *
        share capital increase resulting from
        Resolutions 9, 11, 12, 13, 14 and 15
        or Extraordinary Resolutions 14, 15,
        16 and 17 of the CGM of 07 MAY 2003
        shall be included in the limit set for
        Resolution 8, bringing the share
        capital to a maximum amount of EUR
        1,600,000,000.00; Resolutions 11, 12,
        13 and 14 supersede Extraordinary
        Resolutions 18, 19, 20 and 21 of the
        CGM of 07 MAY 2003
17.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
2.      Receive the consolidated accounts FY                          Mgmt       No Action         *
        2003
3.      Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L. 225-38 of the French Trade
        Law
4.      Approve the appropriation of losses                           Mgmt       No Action         *
        for the FY to balance carry forward
        and not to distribute the dividends
5.      Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 07
        MAY 2003, to repurchase Company
        shares per the following conditions:
        maximum purchase price: EUR 50.00
        minimum seeling price: EUR 20.00;
        such prices shall be adjusted in case
        of incorporation of reserves, split-
        up or amalgamation of shares; maximum
        number of shares to be acquired: 10%
        of the share capital EUR
        655,826,700.00; Authority expires
        at the end of 18 months



6.      Appoint Mr. Yann Delabribre as the                            Mgmt       No Action         *
        Director till the general meeting
        called to deliberate on the 2005
        accounts
7.      Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 07
        MAY 2003, to cancel self detained
        shares, not exceeding 10% of the
        share capital over a 24 months period
        and approve to reduce the share
        capital and amend the Articles
        accordingly; Authority expires at
8.      Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 16
        MAY 2001, to increase the share
        capital by issuing shares with
        preferential subscription right, to
        be paid up in cash or by debt
        compensation and or by incorporation
        of reserves; a priority shall be
        given to the owners of old shares,
        such capital increase shall not
        exceed EUR 1,500,000,000.00;
9.      Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the CGM on 16
        MAY 2001, to increase the share
        capital by issuing shares to be paid
        up in cash without preferential
        subscription right within the limit
        and as specified in Resolution 8; a
        priority may be granted to the
        present shareholders, but the
        unsubscribed shares will be offered
        to the public; Authority expires at

- -------------------------------------------------------------------------------------------------------
CARREFOUR SA                                                                  Agenda: 700483263
     CUSIP: F13923119                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: FR0000120172
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note that the meeting date is                          Non-       No Action         *
        revised from 19 APR 2004 (First call)                        Voting
        to 27 APR 2004 at 9. 30 am. (Second
        call). Please also note the new
        cutoff date. if you have already sent
        your votes, please do not return
        this proxy form unless you decide to
        amend your original instructions.
        thank you. Thank you



1.      Receive the Board of Directors                                Mgmt       No Action         *
        report, and the General Auditors
        report and approve the accounts and
        the balance sheet for the FY 2003 and
        grant permanent discharge to the
        Board of Directors for the completion
        of its assignment for the current
10.     Approve to renews the term of office                          Mgmt       No Action         *
        of Mr. Francois Henrot as a Director
        for a period of 4 years
11.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Christian Blanc as a Director
        for a period of 4 years
12.     Appoint Mr. Jose-Luis Leal-Maldonado                          Mgmt       No Action         *
        as a Director for a period of 4 years
13.     Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        Stock Exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 75.00; minimum
        selling price: EUR 25.00; maximum
        number of shares to be traded:
        71,614,230; Authority is given for a
        period of 18 months; present
        delegation cancels and replaces, for
        the period unused, the delegation
        given by the ordinary general meeting
14.     Authorize the Board of Directors to                           Mgmt       No Action         *
        decrease the share capital by
        canceling the shares held by the
        Company in connection with a Stock
        Repurchase Plan, within a limit of
        10% over a 24-month period and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities
15.     Authorize the Board of Directors to                           Mgmt       No Action         *
        grant to the benefit of Members be
        chosen by it, stock options granting
        the right to purchase the Company s
        shares at the cost price of the
        shares fixed by the Board of
        Directors when the option will be
        granted, cannot be lower than the
        nominal value fixed by the current
        legislation; Authority is given for
        a period of 38 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
16.     Amend the Article of Associations No.                         Mgmt       No Action         *
        17-ii, No. 20-ii and No. 25-ii and



2.      Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
3.      Acknowledge the Amalgamation-Merger                           Mgmt       No Action         *
        Project of The Labruyere Eberle
        Financial Company by the Carrefour
        Company dated 11 MAR 2004, under
        which it is stated that the Company
        shall contribute the total of its
        assets, with the corresponding
        taking-over of all its liabilities
        and approve to increase the share
        capital by EUR 16,138,420.00 that
        result by the creation with a global
        premium of merger of EUR
        283,938,682.59Of 6,455,368 new fully
        paid-up shares of a par value of EUR
        2.50 to be distributed among the
        shareholders of the acquired Company,
        other than the ones of the acquiring
        Company and authorize the Board of
        Directors to take all necessary
        measures and accomplish all necessary
4.      Approve the appropriation of the                              Mgmt       No Action         *
        profits as follows: profits for the
        FY: EUR 2,073,415,918.80 reduced by
        the contribution to the legal reserve:
        EUR 59,041,836.88 increased of the
        prior retained earnings: EUR
        55,228,432.84; available total:
        2,069,602,514.76; appropriation:
        Global dividend: EUR.529,945,363.42;
        balance carried forward: EUR
        1,539,657,151.34; appropriated total:
        2,069,602,514.76; shareholders will
        receive a net dividend of EUR 0.74
        with a corresponding tax credit of 10%
        OU 50% to be paid on 30 APR 2004
5.      Approve to reduce the duration of the                         Mgmt       No Action         *
        mandate of the Directors from 6 years
        to 4 years and amend the Article of
        Associations No. 15-i
6.      Approve the co-optation of Mr. Luc                            Mgmt       No Action         *
        Vandevelde as Director for a period
        of 1 year
7.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Daniel Bernard as a Director
        for a period of 4 ans
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Carlos March as a Director for
        a period of 4 years
9.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jacques Badin as a Director
        for a period of 4 years



- -------------------------------------------------------------------------------------------------------
CASINO GUICHARD PERRACHON                                                     Agenda: 700515541
     CUSIP: F14133106                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: FR0000125585
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a



E.13    Approve the owners of preferred                               Mgmt       No Action         *
        shares, and the Board be authorized to
        increase the share capital by a
        maximum nominal amount of EUR
        200,000,000.00 by issuing shares to be
        paid up in cash or debt compensation;
        authority expires at the end of 3
        years and shall be included in the
        global limits set by
E.14    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by a maximum nominal
        amount of EUR 200,000,000.00 by
        issuing stand alone warrants giving
        access to shares without preferential
        subscription right, within the limits
        set in Resolution 18; these warrants
        can be used in a public exchange offer
        initiated by the Company; authority
        expires at the end of 1 year and the
        warrants shall be exercised not later
        than 5 years
E.15    Authorize the Board to issue bonds                            Mgmt       No Action         *
        redeemable in shares without
        preferential subscription right, for a
        maximum nominal amount of EUR
        800,000,000.00 the final capital
        increase shall not exceed EUR
        200,000,00.00; authority expires at
        the end 2 years and shall comply with
        the general limits set in Resolution
        18; these bonds may be used in a
        public exchange offer initiated by the
        Company
E.16    Authorize the Board to issue bonds                            Mgmt       No Action         *
        with warrants giving access to shares
        without preferential subscription
        right for a maximum nominal amount of
        EUR 800,000,000.00 the final capital
        increase shall not exceed EUR
        200,000,00.00; authority expires at
        the end of 2 years and shall comply
        with the general limits set in
        Resolution 18; these bonds may be used
        in a public exchange offer initiated
        by the company



E.17    Authorize the Board to securities or                          Mgmt       No Action         *
        compound securities giving access to
        shares without preferential
        subscription right for a maximum
        nominal amount of EUR 200,000,000.00
        EUR 800,000,00.00 for debt securities;
        the final share capital increase
        shall not exceed EUR 200,000,000.00;
        authority expires at the end of 2
        years and shall comply with the
        general limits set in Resolution 18;
        these securities may be used in a
        public exchange offer initiated by the
        Company
E.18    Approve that the total nominal amount                         Mgmt       No Action         *
        of securities issued per Resolutions
        14 to 17 and Resolutions 24 to 28 of
        EGM of 27 MAY 2003 shall not exceed
        EUR 800,000,000.00 the share capital
        increases resulting from Resolutions
        13 to 17 of this meeting and
        Resolutions 23 to 28 of EGM of 27 MAY
        2003 shall not exceed EUR
        200,000,000.00 this resolution does
        not apply to Resolution 22; the board
        has all powers to issue such
        securities and to decide upon the
        necessary measures
E.19    Authorize the Board to grant options                          Mgmt       No Action         *
        to buy ordinary or preferred shares
        previously repurchased by the Company
        to some employees and key personnel,
        not exceeding 10% of each category and
        10% of the share capital; these
        options shall be exercised within 7
        years; authority expires at the end of
        38 months
E.20    Approve with the agreement of the                             Mgmt       No Action         *
        owners of preferred shares, the Board
        be authorized to grant options to
        subscribe to ordinary or preferred
        shares previously repurchased by the
        Company to some employees and key
        personnel, not exceeding 5% of each
        category and 5% of the share capital
E.21    Authorize the Board to issue shares                           Mgmt       No Action         *
        with the agreement of owners of
        preferred shares, to remunerate other
        securities brought in a public
        exchange offer initiated by CASINO,
        not exceeding EUR 200,000,000.00  EUR
        800,000,000.00 for debt securities;
        this delegation is valid for 1 year



E.22    Authorises the board to issue                                 Mgmt       No Action         *
        ordinary shares with the agreement of
        owners of preferred shares reserved to
        the employees who subscribed to one of
        the Group savings plans and issue of
        share will not exceed 5% of the
        existing shares and this delegation is
        valid for 3 years and replaces the
        delegation given by extraordinary
        meeting of 31 May 2001, for its unused
        part
E.23    Approve the merger project signed on                          Mgmt       No Action         *
        19 April 2004 stating that Dechrist
        holding contributes its assets to
        Casino and it already owns all the
        shares of the absorbed company, it
        will not issue new shares as
        remuneration of this contribution and
        the share capital will not be
        increased and the merger will be
        effective on 27 May 2004 and will
        generate a mali of merger amounting to
        EUR 386,107.66
E.24    Approve the threshold trespassing set                         Mgmt       No Action         *
        at 1% of voting rights or any multiple
        of this figure and must be notified to
        the company not later than 15 days
        after trespassing date and amend the
        Article 11 of the Article of
        association
E.25    Approve that the nationality of the                           Mgmt       No Action         *
        shareholder is no longer a compulsory
        information regarding double voting
        right and amend the Article 28 of the
        Article of Association
O.1     Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003, namely profits
        for the fiscal year EUR
        329,547,307.68appropriation to balance
        carry forward of EUR 15,786,453.20
        corresponding to 2002 dividends of
        ordinary shares, 2003 dividends of
        self detained shares and dividends of
        cancelled shares
O.10    Appoint Didier Kling Et Associes as                           Mgmt       No Action         *
        the Statutory Auditors for 6 years
O.11    Appoint Mr. Philippe Duchene as a                             Mgmt       No Action         *
        Deputy Auditor for Ernst and Young
        Audit for 6 years
O.12    Appoint Mr. Christophe Bonte as a                             Mgmt       No Action         *
        Deputy Auditor for Didier Kling Et
        Associes for 6 years



O.2     Approve the following appropriations:                         Mgmt       No Action         *
        profits for the FY EUR 329,547,307.68
        prior retained earnings EUR
        402,843,102.39 total to appropriate
        EUR 732,390,410.27 dividend of
        preferred shares without voting right
        EUR 1,736,001.80 dividend of ordinary
        shares EUR 7,150,814.63 complementary
        dividend of preferred shares EUR
        28,823,681.32 complementary dividend
        of ordinary shares EUR 177,929,093.35
        balance carry forward EUR
        516,750,819.17 net dividend: EUR 1.98
        ordinary shares or EUR 2.02 preferred
        shares with EUR 0.99 ordinary shares
        or EUR 1.01 preferred shares tax
        credit, to be paid on 10 JUN 2004
O.3     Approve the Special Auditors report                           Mgmt       No Action         *
        on the regulated agreements, per
        Article L.225-38 of the French Trade
O.4     Approve the consolidated accounts of                          Mgmt       No Action         *
        the FY 2003; net consolidated results
        Group share EUR 492,327,000.00
O.5     Authorize the Board to repurchase                             Mgmt       No Action         *
        Company shares, not exceeding 10% for
        each category, per the following
        conditions: ordinary shares: maximum
        purchase price EUR 120.00 minimum
        selling price EUR 50.00 preferred
        shares: maximum purchase price EUR
        85.00 minimum selling price EUR
        45.00; authority expires at the end
        of 18 months and the repurchase
        programme has been agreed by the
        French Financial Market Authority
        AMF, in accordance with the law
O.6     Ratify the appointment of Mr. Henri                           Mgmt       No Action         *
        Proglio as a Director till the
        general meeting called to deliberate
        on the FY 2005
O.7     Ratify the appointment of Mr. Henri                           Mgmt       No Action         *
        Giscard D Estaing as a Control Agent
O.8     Ratify the appointment of Mr. Henri                           Mgmt       No Action         *
        Giscard D Estaing as a Director till
        the date of the general meeting
        called to deliberate on the FY 2005
O.9     Appoint Ernst and Young Audit as the                          Mgmt       No Action         *
        Statutory Auditors for 6 years



- -------------------------------------------------------------------------------------------------------
CASINO GUICHARD PERRACHON                                                     Agenda: 700399579
     CUSIP: F14133106                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 9/4/2003            ISIN: FR0000125585
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please
E.2     Approve, after deliberating on the                            Mgmt       No Action         *
        Executive Committee report to
        overhaul the Articles of Association
        in order to harmonize them with the
        legal provisions in force
E.4     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by Law
O.1     Approve that the Company be ruled by                          Mgmt       No Action         *
        a Board of Directors
O.10    Appoint Mr. Yves Guichard as a                                Mgmt       No Action         *
        Director for a period of three years
O.11    Appoint Mr. Philippe Houze as a                               Mgmt       No Action         *
        Director for a period of three years
O.12    Appoint Mr. Marc Ladreit De                                   Mgmt       No Action         *
        Lacharriere as a Director for a
        period of three years
O.13    Appoint Mr. Francis Mayer as a                                Mgmt       No Action         *
        Director for a period of three years



O.14    Appoint Mr. Jean-Charles Naouri as a                          Mgmt       No Action         *
        Director for a period of three years
O.15    Appoint Mr. Gilles Pinoncely as a                             Mgmt       No Action         *
        Director for a period of three years
O.16    Appoint Mr. David De Rothschild as a                          Mgmt       No Action         *
        Director for a period of three years
O.17    Appoint The Company Euris as a                                Mgmt       No Action         *
        Director for a period of three years
O.18    Appoint The Company Finatis as a                               Shr       No Action         *
        Director for a period of three years
O.19    Appoint The Company Fonciere Euris as                         Mgmt       No Action         *
        a Director for a period of three
O.20    Appoint The Company Group Euris as a                          Mgmt       No Action         *
        Director for a period of three years
O.21    Appoint The Company Omnium De                                 Mgmt       No Action         *
        Commerce Et De Participations Sas as
        a Director for a period of three
O.22    Appoint The Company Parcade Sas as a                          Mgmt       No Action         *
        Director for a period of three years
O.23    Appoint Mr. Jacques Getten as a                               Mgmt       No Action         *
        Control Agent for a period of two
O.24    Appoint Mr. Gerard Mestrallet as a                            Mgmt       No Action         *
        Control Agent for a period of three
        years
O.25    Approve to reiterate for the benefit                          Mgmt       No Action         *
        of the Board of Directors the
        authorization granted to the
        Executive Committee by the OGM of 27
O.26    Approve, following the proposal made                          Mgmt       No Action         *
        by the Board of Directors, to set an
        amount of EUR 610,000.00 to be
        allocated to the Board of Directors
        as attendance fees
O.27    Approve to fix the global amount of                           Mgmt       No Action         *
        the payment allocated to the Control
        Agent to EUR 50,000.00 for each of
        the fiscal years 2003 on
O.28    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by Law
O.3     Approve to reiterate for the benefit                          Mgmt       No Action         *
        of the Board of Directors the
        authorizations granted to the
        Executive Committee by the EGM of 31
        MAY 2001, 30 MAY 2002 and 27 MAY 2003
O.5     Appoint Mr. Pierre Bouchut as a                               Mgmt       No Action         *
        Director for a period of three years
O.6     Appoint Mr. Christian Couvreux as a                           Mgmt       No Action         *
        Director for a period of three years



O.7     Appoint Mr. David Dautresme as a                              Mgmt       No Action         *
        Director for a period of three years
O.8     Appoint Mr. Abilio Dos Santos Diniz                           Mgmt       No Action         *
        as a Director for a period of three
O.9     Appoint Mr. Antoine Guichard as a                             Mgmt       No Action         *
        Director for a period of three years

- -------------------------------------------------------------------------------------------------------
EUROPEAN AERONAUTIC DEFENCE AND SPACE NV                                      Agenda: 700493238
     CUSIP: F17114103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: NL0000235190
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 27 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors, as submitted to the AGM,
        including the chapter on Corporate
        Governance, policy on dividends and
        remuneration policy including
        arrangements for the grant of stock
        options and rights to subscribe for
        shares for the Members of the Board
        of Directors
2.      Adopt the audited annual accounts for                         Mgmt       No Action         *
        the accounting period from 01 JAN 2003
        to 31 DEC 2003, as submitted to the
        AGM by the Board of Directors
3.      Approve to add the net profit of NLG                          Mgmt       No Action         *
        152 million, as shown in the audited
        profit and loss statement for the FY
        2003, to retained earnings and a
        payment of a gross amount of NLG 0.40
        per share shall be made to the
        shareholders from distributable
        reserves on 04 JUN 2004
4.      Grant release to the Members of the                           Mgmt       No Action         *
        Board of Directors from the liability
        for the performance of their duties
        during and with respect to the FY
        2003, to the extent that their
        activity has been reflected in the
        audited annual accounts for the FY
        2003 or in the report of the Board of
        Directors
5.      Appoint Ernst & Young Accountants as                          Mgmt       No Action         *
        the Company s Auditors for the
        accounting period being the FY 2004
6.      Appoint Mr. Rudiger Grube as a Member                         Mgmt       No Action         *
        of the Board of Directors



7.      Appoint Mr. Francois David as a                               Mgmt       No Action         *
        Member of the Board of Directors
8.      Approve to cancel the shares in the                           Mgmt       No Action         *
        Company held by the Company, up to a
        maximum of 5,727,515 shares and
        authorize the Board of Directors and
        the Chief Executive Officers, with
        powers of substitution, to implement
        this Resolution in accordance with
        Dutch law
9.      Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority of 06
        MAY 2003, to repurchase shares of the
        Company, by any means, including
        derivative products, on any stock
        exchange or otherwise, as long as,
        upon such repurchase, the Company will
        not hold more than 5% of the Company s
        issued share capital and at a price
        not less than the nominal value and
        not more than 110% of the price at
        which the Company s shares were quoted
        at close of business on any stock
        exchange on the trading day before
        such repurchase; Authority expires
        after 18 months from the date of this
        AGM

- -------------------------------------------------------------------------------------------------------
CNP ASSURANCES                                                                Agenda: 700501174
     CUSIP: F1876N318                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/8/2004            ISIN: FR0000120222
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the



        Global Custodian will sign the Proxy
        Card and forward to the local
        custodian. If you are unsure whether
        your Global Custodian acts as
        Registered Intermediary, please
        contact ADP. Trades/Vote Instructions:
        Since France maintains a Verification
        Period, for vote instructions
        submitted that have a trade transacted
        (sell) for either the full security
        position or a partial amount after the
        vote instruction has been submitted to
        ADP and the Global Custodian advises
        ADP of the position change via the
        account position collection process,
        ADP has a process in effect which will
        advise the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
1.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003, namely: profits
        for the FY EUR 505,345,066.26;
        deduction of EUR 403,987.41 from net
        worth deduction of EUR 716,723,665.22
        from optional reserve, to appropriate
        to a security fund in accordance with
        the French
10.     Appoint Mr. Philippe Baumlin as the                           Mgmt       No Action         *
        Member of the Supervisory Board for 5
        years
11.     Acknowledge the resignation of Mr.                            Mgmt       No Action         *
        Jean Lecointre as Control Agent as of
        30 JUN 2003 and that this position is
        still vacant
12.     Approve to renew for 6 years the                              Mgmt       No Action         *
        terms of office of Mazars Et Guerard
        as the Statutory Auditors, Mr. Franck
        Boyer as Deputy Auditors, KPMG S.A.
        as the Statutory Auditors and SCP
        Jean-Claude Andre as the Deputy
13.     Authorize the Executive Board to                              Mgmt       No Action         *
        trade the Company shares on the Stock
        Exchange per the following conditions:
        maximum purchase price: EUR 70.00;
        minimum selling price: EUR 18.00 these
        limits be adjusted in relation to
        possible movements of the share
        capital; maximum number of shares to
        be acquired: 10% of the



        share capital 13,785,406 shares;
        Authority is given for 18 months; and
        this authority be used to implement
        Resolution 16 of EGM of 03 JUN 2003
        and it supersedes Resolution 15 of
        combined meeting of 03 JUN 2003 for
        its unused part
14.     Approve to harmonize the Article of                           Mgmt       No Action         *
        Association 30 with regard to the
        French Law of 01 AUG 2003 and the
        update text of the Article states
        that any regulated convention shall
        be first accepted by the Supervisory
15.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
2.      Approve the consolidated accounts of                          Mgmt       No Action         *
        the FY 2003, the net result group
        share EUR 582,582,400.00
3.      Approve the following appropriations:                         Mgmt       No Action         *
        net profits EUR 505,345,066.26 plus
        balance carry forward EUR
        4,945,647.09; distributable amount EUR
        510,290,713.35; special reserve on
        long-term capital gains EUR
        79,988,107.00 optional reserve EUR
        219,000,000.00 global dividend EUR
        210,916,717.92; balance carry forward
        EUR 385,888.43; net dividend per share
        EUR 1.53 with EUR 0.765 tax credit, to
        be paid on 11 JUN 2004
4.      Ratify the agreements mentioned in                            Mgmt       No Action         *
        the special report of the Auditors
        signed in accordance with Article
        L.225-86 of the French Trade Code
5.      Ratify the co-optation as Member of                           Mgmt       No Action         *
        the Supervisory Board of M. Etienne
        Bertier
6.      Ratify the co-optation as Member of                           Mgmt       No Action         *
        the Supervisory Board of Mr. Anthony
        Orsatelli
7.      Ratify the co-optation as Member of                           Mgmt       No Action         *
        the Supervisory Board of Mr. Nicolas
        Merindol
8.      Ratify the co-optation as Member of                           Mgmt       No Action         *
        the Supervisory Board of Mr. Jerome
        Gallot
9.      Ratify the co-optation as Member of                           Mgmt       No Action         *
        the Supervisory Board of Mr.
        Dominique Marcel



- -------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS                                                     Agenda: 700488047
     CUSIP: F22797108                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: FR0000045072
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.16    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority



        conferred by the EGM of 21 MAY 2003,
        to proceed, in France or abroad, with
        the issue of securities for a maximum
        nominal amount of EUR
        1,000,000,000.00; Authority expires in
        26 months; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all necessary
        formalities
E.17    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority
        conferred by the EGM of 21 MAY 2003,
        to proceed without the preferential
        right, in France or abroad, with the
        issue of securities for a maximum
        nominal amount of EUR
        1,000,000,000.00; Authority expires in
        26 months; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all necessary
        formalities
E.18    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority
        conferred by the Combined General
        Meeting of the on 21 MAY 2003, to
        increase the Company share capital on
        its sole decision by a maximum nominal
        amount of EUR 3,000,000,000.00;
        Authority expires in 26 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all
E.19    Authorize the Board of Directors to                           Mgmt       No Action         *
        grant, in one or several stages, to
        the groupe credit agricole wage
        earners who are members of an
        enterprise saving plan, stock options
        granting the right to subscribe to
        the Company s shares
O.1     Receive the Board of Directors report                         Mgmt       No Action         *
        and the General Auditors report;
        approve the accounts and the balance
        sheet for the FY 2003; and approve the
        non deductible expenses of EUR
        37,229.87 and grant discharge to the
        Directors for the completion of its
        assignment for the current year
O.10    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Pierre Kerfriden as a Director
        for 3 years
O.11    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jean Le Brun as a Director for
        3 years
O.12    Approve the resignation of Mr. Alain                          Mgmt       No Action         *
        Lain as Statutory Auditor and Mr.
        Mazars Gu Rard as Deputy Auditor



O.13    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority by
        Resolution number 11 of the general
        meeting of 23 MAY 2003, to proceed, in
        France or abroad, with the issue of
        bonds and assimilated debt securities,
        up to a nominal amount of EUR
        20,000,000,000.00; Authority expires
        in 5 years; and authorize the Board
        of Directors to take all necessary
        measures and accomplish all necessary
        formalities
O.14    Approve to allocate the amount of EUR                         Mgmt       No Action         *
        670,000.00 as Attendance Fees to the
        Directors
O.15    Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the OGM on 21
        MAY 2003, to trade the Company s
        shares on the stock exchange in view
        of adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 30.00; minimum
        selling price: EUR 3.00; maximum
        number of shares to be traded: 10%;
        and, the total amount dedicated to
        the purchase of its shares being EUR
        2,000,000,000.00; Authority expires
        at the end of 18 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities
O.2     Receive the consolidated accounts and                         Mgmt       No Action         *
        the Board of Directors report for
        the group is included in the Board of
        Directors report
O.3     Approve the appropriation of profits                          Mgmt       No Action         *
        as follows: profits for the FY: EUR
        611,124,134.64; prior retained
        earnings: EUR 152,675,986.00;
        distributable profits: EUR
        763,800,120.64; legal reserve: EUR
        30,556,206.73; the balance: EUR
        810,437,340.35 is increased by the
        amount of EUR 77,193,426, charged to
        the optional reserve; and, the
        shareholders will receive a net
        dividend of EUR 0.55, with a
        corresponding tax credit of EUR 0.275;
        this dividend will be paid on 28 MAY
        2004;
O.4     Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        the Article L.225-38 and following
        of the Commercial Law



O.5     Appoint Mr. Alain Dieval, as a                                Mgmt       No Action         *
        Director of the Company; Authority
        expire on 31 DEC 2004
O.6     Appoint Mr. Daniel Lebegue, as a                              Mgmt       No Action         *
        Director of the Company; Authority
        expire on 31 DEC 2004
O.7     Appoint Mr. Michaut, as a Director of                         Mgmt       No Action         *
        the Company; Authority expire on 31
        DEC 2004
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Pierre Bru as a Director for 3
        years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Yves Couturier as a Director
        for 3 years

- -------------------------------------------------------------------------------------------------------
DASSAULT SYSTEMES SA                                                          Agenda: 700518321
     CUSIP: F2457H100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/2/2004            ISIN: FR0000130650
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a



        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.10    Amend the Articles of Association                             Mgmt       No Action         *
        number 13-4, 13-5, 13-6, 16-2, 19,
        23, 24 and 27-2 in order to harmonize
        them with the new provisions of the
        Financial Security Law of 01 AUG 2003
E.11    Authorize the Board of Directors to                           Mgmt       No Action         *
        decrease the share capital by
        canceling the shares held by the
        Company in connection with a Stock
        Repurchase Plan, within a limit of 10
        percent over a 24-month period; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities;
        authority is given up to the annual
        OGM called to rule on annual accounts
        for the FY 2004
E.12    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority granted
        at the CGM of 28 MAY 2002, to
        proceed with the pre-emptive right of
        subscription, in one or in several
        stages, in France or abroad, with the
        issue of shares and securities; the
        maximum nominal amount of the share
        capital increase shall not exceed EUR
        25,000,000.00; the maximum nominal
        amount of securities shall not exceed
        EUR 1,000,000,000.00; Authority
        expires at the end of 26 months; and
        authorize the Board of Directors
        with the possibility of sub-
        delegation to his Chairman, to take
        all necessary measures and accomplish
        all necessary formalities
E.13    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority granted
        at the CGM of 28 MAY 2002, to proceed
        without the pre-emptive right of
        subscription, in one or in several
        stages, in France or abroad, with the
        issue of shares and



        securities; the maximum nominal amount
        of the share capital increases shall
        not exceed EUR 25,000,000.00; the
        maximum nominal amount of securities
        shall not exceed EUR 1,000,000,000.00;
        Authority expires at the end of 26
        months; and authorize the Board of
        Directors with the possibility of
        sub-delegation to his Chairman, to
        take all necessary measures and
        accomplish all necessary
E.14    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority granted
        at the CGM of 28 MAY 2002, to increase
        the Company share capital in one or in
        several stages by a maximum nominal
        amount of EUR 25,000,000.00, by way of
        incorporating reserves, profits or
        premiums, to be carried out by the
        distribution of free shares or the
        increase of the par value of the
        existing shares; and authorize the
        Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities; Authority
E.15    Receive the Board of Directors                                Mgmt       No Action         *
        report, approve that the various
        delegations given to it from the
        Resolutions 12 to 14 in order to
        increase the share capital shall be
        used within the regulations in force
        in a period of take-over bid or
        exchange bid on the company s shares
        up to the general meeting called to
        rule on annual accounts for the FY
E.16    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority granted
        at the CGM of 28 MAY 2002, to increase
        the Company capital on its sole
        decision in one or in several stages,
        in France or abroad, for a maximum
        nominal amount of EUR 10,000,000.00
        with the issue of new shares or other
        securities, granted to the Members of
        the Company s Enterprise Savings
        Plans; and authorize the Board of
        Directors, with the possibility of
        delegation or sub-delegation to his
        Chairman, to take all necessary
        measures and accomplish all necessary
        formalities; Authority expires at the
        end of 26
E.17    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital in one or
        in several stages for a maximum



        nominal amount of EUR 15,000,000.00
        with the issue of new shares,
        securities and equity warrants,
        granted to a category of
        beneficiaries; the maximum nominal
        amount of securities shall not exceed
        EUR 600,000,000.00; and authorize the
        Board of Directors, with the
        possibility of sub-delegation, to take
        all necessary measures and accomplish
        all necessary formalities; Authority
        expires at the end of 2
E.18    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.1     Approve the Auditors special report,                          Mgmt       No Action         *
        in accordance with the provisions of
        the Articles L. 225-38 and following
        of the French Commercial Law
O.2     Receive the Board of Directors                                Mgmt       No Action         *
        report, the general Auditors report
        and the additional explanations;
        approve the accounts and the balance
        sheet for the FY 2003, as presented to
        it and the non deductible expenses of
        EUR 295,533.00 with a corresponding
        tax credit of EUR 104,707.00; and
        grant permanent discharge to the
        Directors for the completion of their
        assignment for
O.3     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
O.4     Approve the appropriation of the:                             Mgmt       No Action         *
        profits for the FY of EUR
        104,978,708.31; increased by the prior
        retained earnings of EUR
        593,848,427.09, which represents the
        distributable profits of EUR
        698,827,135.40, as follows: to the
        global dividend: EUR 38,435,037.18; to
        the balance carried forward: EUR
        660,392,098.22; the shareholders will
        receive a net dividend of EUR 0.34
        with a corresponding tax credit of
        EUR 0.17; this dividend will be paid on
        22 JUN 2004



O.5     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of the authority granted
        at the CGM on 28 MAY 2003, to trade
        the Company s shares on the stock
        exchange, notably in view of adjusting
        their price as per the following
        conditions: maximum purchase price:
        EUR 60.00; maximum number of shares to
        be traded: 10% of the Company s
        capital; this authority is given up to
        the annual OGM ruling on the accounts
        for the FY 2004, starting from the
        present general meeting and shall be
        used within the regulations in force
        in a period of take-over bid or
        exchange bid; and authorize the Board
        of Directors, with the possibility of
        delegation to his Chairman or anyone
        else chosen by it, to take all
        necessary measures and accomplish all
O.6     Approve to set an amount of EUR                               Mgmt       No Action         *
        140,000.00 to be allocated to the
        Directors as attendance fees
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Ernst & Young Audit Company as the
        Statutory Auditor up to the general
        meeting called to rule on annual
        accounts for the FY 2009
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Francois Carrega as the Deputy
        Auditor for a period of 6 years
O.9     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed in one or in several stages,
        in France or abroad, with the issue
        of bonds and assimilated securities
        for a maximum nominal amount of EUR
        1,000,000,000.00; Authority expires
        at the end of 5 years; and authorize
        the Board of Directors, with the
        possibility of sub-delegation, to
        take all necessary measures and
        accomplish all necessary formalities

- -------------------------------------------------------------------------------------------------------
CIE GENERALE DOPTIQUE ESSILOR INTERNATIONAL                                   Agenda: 700476179
     CUSIP: F31668100                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: FR0000121667
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT THE MEETING WILL BE                          Non-       No Action         *
        HELD ON THE SECOND CALL ON 14 MAY                            Voting
        2004 05 MAY 2004. CONSEQUENTLY, YOUR
        VOTING INSTRUCTIONS WILL REMAIN VALID
        FOR ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS
        CANCELLED. THANK YOU. THANK YOU
1.      Receive the Board of Directors report                         Mgmt       No Action         *
        and the General Auditors report;
        approve the accounts and the balance
        sheet for the FY 2003; Receive and
        approve the consolidated accounts and
        the Board of Directors report for the
        group is included in the board of
        Directors report; and grant discharge
        to the Directors for the completion of
        its assignment for the
10.     Grants all powers to the bearer of a                          Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
2.      Approve the appropriation of the                              Mgmt       No Action         *
        profits and a dividend of EUR 0.56
        with a corresponding tax credit of
        EUR 0.28, payable date 18 may 2004 in
        accordance with the provisions of
        the law
3.      Approve the Special Auditors report                           Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-38 of the Commercial
4.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Xavier Fontanet as a Director
        for a period of 3 years
5.      Appoint Mr. Louis Lesperance as a                             Mgmt       No Action         *
        Director in replacement of Mr. Robert
        Colucci for a period of 3 years
6.      Appoint Mr. Jean-Pierre Martin as a                           Mgmt       No Action         *
        Director in replacement of Mr. Alain-
        Claude Mathieu for a period of 1 year
7.      Appoint Mr. Yves Chevillotte as a                             Mgmt       No Action         *
        Director in replacement of Mr. Rene
        Thomas for a period of 3 years
8.      Approve to set an amount of EUR                               Mgmt       No Action         *
        165,000.00 to be allocated to the
        Board of directors as attendance fees



9.      Authorizes the Board of Directors to                          Mgmt       No Action         *
        trade the company s shares of 10% on
        the stock exchange at a maximum
        purchase price of EUR 70.00 and at a
        minimum selling price of EUR 30.00;
        Authority expires at the end of 18
        months; and authorize the Board of
        Directors to take all necessary
        measures and accomplish all necessary
        formalities

- -------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA                                                             Agenda: 700411868
     CUSIP: F4113C103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 10/6/2003           ISIN: FR0000133308
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which



        will advise the Global Custodian of
        the new account position available for
        voting. This will ensure that the
        local custodian is instructed to amend
        the vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.2     Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors to proceed, with
        the issue of shares reserved for
        shareholders of the Company Orange
        within the stock options or purchase,
        for a maximum nominal amount of EUR
        400,000,000.00 by issue of 100,000,000
        new shares of par value of EUR 4.00
        each; Authority expires after a period
        of 2 years
E.3     Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the Company share capital on
        its sole decision by a maximum nominal
        amount to EUR 1,000,000,000.00
        reserved for the employees
        beneficiaries of the Enterprise
        Savings Plan of the Company France
        Telecom, by way of incorporating all
        or part of the reserves, profits,
        existing share premiums, to be carried
        out by the distribution of free shares
        or the increase of the par value of
        the existing shares; Authority is
        valid
O.1     Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 100.00; minimum
        selling price: EUR 14.50; maximum
        number of shares to be traded: 10%;
        Authority is valid for a period of 18
O.4     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law

- -------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA                                                             Agenda: 700470468
     CUSIP: F4113C103                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/9/2004            ISIN: FR0000133308
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
1.      Approve the annual accounts for the                           Mgmt       No Action         *
        FYE 31 DEC 2003
10.     Amend the By-Laws to bring them into                          Mgmt       No Action         *
        conformity with the provisions of the
        Article 55 of Decree No. 67-236 of 23
        MAR 1967



11.     Authorize the Board of Directors to                           Mgmt       No Action         *
        issue shares reserved for Wanadoo s
        shareholders, subscribed within the
        framework of the stock option plans
        adopted in the Wanadoo Group,
        benefiting from a mechanism intended
        to ensure liquidity with France
12.     Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the capital for the benefit
        of members of a France Group Company
        Savings Plan
13.     Powers                                                        Mgmt       No Action         *
2.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FYE 31 DEC 2003
3.      Approve the allocation of the results                         Mgmt       No Action         *
        for the YE 31 DEC 2003 as shown in the
        annual accounts and distribution
4.      Approve the agreements referred to in                         Mgmt       No Action         *
        Article 225-38 of the Commercial
5.      Delegate the Board of Directors to                            Mgmt       No Action         *
        buy, keep or transfer France Telecom
        shares
6.      Approve fixing the issue price of                             Mgmt       No Action         *
        securities which do not confer on
        their holders the same rights as
        ordinary shares, and which may be
        issued without pre-emption rights
        based on the general delegation of
        authority granted to the Board of
        Directors by the Mixed General
        Meeting of 25 FEB 2003
7.      Amend the Articles 1, 2 and 7 of the                          Mgmt       No Action         *
        By-Laws to bring them into conformity
        with French Law No. 90-568 of 02 JUL
        1990 as amended by French Law No.
        2003-1365 of 31 DEC 2003
8.      Amend the Article 13 of the By-Laws                           Mgmt       No Action         *
        relating to the Board of Directors
9.      Amend the Article 14, 15, 17, 18 and                          Mgmt       No Action         *
        19 of the By-Laws relating to the
        Chairman s powers and to the general
        management of the Company

- -------------------------------------------------------------------------------------------------------
SOCIETE GENERALE PARIS                                                        Agenda: 700488299
     CUSIP: F43638141                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: FR0000130809
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE A                       Voting
        SECOND CALL ON 29 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
1.      Receive the Board of Directors                                Mgmt       No Action         *
        reports and the General Auditors
        report and approve the accounts and
        the balance sheet for the fiscal year
        ending on 31 DEC 2003; and the
        profits for the FY: EUR
10.     Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 103.00; minimum
        selling price: EUR 41.00; maximum
        number of shares to be traded: 10%
11.     Amend Articles 8 and 9 of the                                 Mgmt       No Action         *
        Articles of Association
12.     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of any kind of securities
        including stand alone warrants
        ceiling set to EUR 900,000,000.00;
        Authority is given for 26 months
13.     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of any kind of securities
        including stand alone warrants for a
        maximum nominal amount of EUR
        300,000,000.00 for the capital
        increase of EUR 6,000,000,000.00 for
        the debit securities; Authority is
        given for 26 months
14.     Approve that the various delegations                          Mgmt       No Action         *
        given to it at the present meeting
        shall not be allowed to use in whole
        or in part within the regulations in
        force in a period of takeover bid or
        exchange bid on the Company s shares
        (till the next meeting which will
        have to deliberate upon the accounts
        of the last financial year)
15.     Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, in France or abroad, with
        the issue of shares or other
        securities giving acess to the
        capital of the Societe Generale,
        reserved to the members



2.      Approve to withdraw upon the net                              Mgmt       No Action         *
        profit of the FY 2003 amounting to
        EUR 1,384,434,978.87; the
        shareholders will receive a net
        dividend of EUR 2.50 with a
        corresponding tax credit of EUR 1.25
3.      Acknowledge the consolidated accounts                         Mgmt       No Action         *
        for the FYE 31 DEC 2003 as presented
        and that the report for the Group is
        included in the Board of Directors
        report
4.      Approve the Special Auditor report,                           Mgmt       No Action         *
        in accordance with the provisions of
        Article L. 225.38 of the Commercial
5.      Ratify the cooptation of Mr. M. Jean                          Mgmt       No Action         *
        Azema as Director
6.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Philippe Citerne as a Director
        for 4 years
7.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Antoine Jeancourt Galignani
        as a Director for 4 years
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Suan Baird as a Director
        for 4 years
9.      Appoint Mr. M. Michael Cicurel as a                           Mgmt       No Action         *
        Director for a period of 4 years

- -------------------------------------------------------------------------------------------------------
IMERYS                                                                        Agenda: 700488489
     CUSIP: F49644101                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/3/2004            ISIN: FR0000120859
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on



        ADP Vote Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.14    Authorize the Executive Committee to                          Mgmt       No Action         *
        proceed with the subscription
        preferential right, in France or
        abroad, with the issue of the Company
        s shares and securities, granting the
        right to subscribe to the Company s
        shares with the same rights as the
        parent shares maximum nominal amount
        of debt securities: EUR
        2,000,000,000.00 maximum nominal
        amount of capital increase: EUR
        60,000,000.00; authority expires at
        the end of 26 months and replaces any
        previous delegation relative to the
        issue of the Company s shares with the
        subscription preferential right; and
        the Executive Committee be authorized
        to take all necessary measures and
        accomplish all necessary
E.15    Authorize the Executive Committee to                          Mgmt       No Action         *
        proceed without the subscription
        preferential right, in France or
        abroad, with the issue of the Company
        s shares and securities, granting the
        right to subscribe to the Company s
        shares with the same rights as the
        parent shares maximum nominal amount
        of debt securities: EUR
        2,000,000,000.00 maximum nominal



        amount of capital increase: EUR
        60,000,000.00; authority expires at
        the end of 26 months and replaces any
        previous delegation relative to the
        issue of the Company s shares without
        the subscription preferential right;
        and the Executive Committee be
        authorized to take all necessary
        measures and accomplish all necessary
        formalities
E.16    Authorize the Executive Committee in                          Mgmt       No Action         *
        order to increase the Company share
        capital on its sole decision by a
        maximum nominal amount of EUR
        60,000,000.00
O.1     Receive the Executive Committee s,                            Mgmt       No Action         *
        Supervisory Board s reports, and the
        General Auditors report, and approve
        the accounts and the balance sheet
        for the FY 2003
O.10    Approve to renew the terms of office                          Mgmt       No Action         *
        up to the year 2010 of the Firms
        Ernst and Young Audit, Deloitte
        Touche Tohmatsu as the Company s
        Statutory Auditors Mr. Jean-Marc
        Montserrat and the Firm Beas as the
        Company s Deputy Auditors
O.11    Approve the Imerys Actionnariat                               Mgmt       No Action         *
        Salarie 2003 Plan, applicable in the
        United States, relative to the
        Company s shares offer of sale; and
        authorize the Executive Committee to
        take all necessary measures and
        accomplish all necessary formalities
O.12    Authorize the Executive Committee to                          Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum purchase
        price: EUR 260.00 minimum selling
        price: EUR 100.00 maximum number of
        shares to be traded: 10% if the
        Resolution 13 below, relative to the
        splitting of the Imerys share nominal
        by 4, is adopted, the conditions will
        be the following: maximum purchase
        price: EUR 65.00 minimum selling
        price: EUR 25.00 maximum number of
        shares to be traded: 10%; authority
        expires at end of 18 months and
        replaces any previous delegation given
        to the Executive Committee relative to
        the repurchase by the Company of its
        own shares; and the Executive
        Committee



        be authorized to take all necessary
        measures and accomplish all necessary
O.13    Approve to divide the nominal value                           Mgmt       No Action         *
        of the Imerys share by 4;
        consequently, its nominal value is of
        EUR 2.00; the shares of a nominal
        value of EUR 8.00 on 01 JAN 2004, will
        be exchanged with a ratio of 4 new
        Imerys shares for 1 parent Imerys
        share in accordance with the Article
        20 of Associations, the number of
        shares owned by each of the Members of
        the Supervisory Board was: 20 Imerys
        shares of a par value of EUR 8.00,
        fixed from now on to 80 Imerys shares
        of a par value of EUR 2.00; modify the
        Article of Associations No. 6 share
        capital and 20 Company s shares owned
        by the Members of the Supervisory
        Board; and the Executive Committee be
        authorized to take all necessary
        measures and
O.2     Acknowledge the consolidated accounts                         Mgmt       No Action         *
        were presented, and that the
        Executive Committee s and the
        Supervisory s reports for the Group
        is included in these reports
O.3     Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L.225-86 to L.225-90 of the
        French Commercial Law
O.4     Approve the appropriation of the                              Mgmt       No Action         *
        profits: profits for the FY: EUR
        151,302,401.63 prior retained
        earnings: EUR 165,604,400.56
        distributable profits: EUR
        316,906,802.19, as follows: the
        shareholders will receive a net
        dividend of EUR 5.00 with a
        corresponding tax credit of EUR 2.50,
        representing a global dividend of
        EUR 79,353,725.00; this dividend will
        be paid on 18 MAY 2004; balance
        carried forward: EUR 237,553,077.19
        in accordance with the provisions of
        the law
O.5     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Paul Desmarais, Jr. as a
        Member of the Supervisory Board for a
        period of 3 years
O.6     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jocelyn Lefebvre as a Member
        of the Supervisory Board for a period
        of 3 years



O.7     Approve to renews the term of office                          Mgmt       No Action         *
        of Mr. Eric Le Moyne De Serigny as a
        Member of the Supervisory Board for a
        period of 3 years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Yves-Rene Nanot as a Member of
        the Supervisory Board for a period
        of 3 years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Edouard De Rothschild as a
        Member of the Supervisory Board for a
        period of 3 years

- -------------------------------------------------------------------------------------------------------
LAFARGE SA                                                                    Agenda: 700477575
     CUSIP: F54432111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: FR0000120537
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THE MEETING WILL BE HELD                          Non-       No Action         *
        ON THE SECOND CALL 25 MAY 2004.                              Voting
        PLEASE ALSO NOTE THE NEW CUTOFF DATE
        AND MEETING TIME. IF YOU HAVE ALREADY
        SENT YOUR VOTES, PLEASE DO NOT
        RETURN THIS PROXY FORM UNLESS YOU
        DECIDE TO AMEND YOUR ORIGINAL
        INSTRUCTIONS. THANK YOU
1.      Receive the Board of Directors                                Mgmt       No Action         *
        report, the Chairman s report on
        internal control procedures and the
        General Auditor s report, and approve
        the accounts and the balance sheet
        for the FYE 2003
2.      Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report; net profit Group
        share: EUR 728,000,000.00
3.      Approve the appropriation of profits                          Mgmt       No Action         *
        as follows: global dividend non-
        received dividends relative to the
        auto-detained shares: EUR
        1,939,486.50; increase of the dividend
        relative to registered shares: EUR
        237,499.47; prior retained earnings:
        EUR 212,584,829.29; profits for the
        FY: EUR 402,026,531.23; legal reserve:
        EUR 13,734,952.00; distributable
        profits: EUR 600,876,412.52and, the
        shareholders will receive a net
        dividend of EUR 2.30 and an increased
        dividend of EUR 2.53, with a
        corresponding tax credit of EUR 1.15
        for the normal dividend and of EUR:



        1.265 for the increase dividend,
        balance carried forward: EUR
        218,068,604.10; this dividend will
4.      Approve the Special Auditor s report,                         Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-38 and following of
        the Commercial Law
5.      Ratify the cooptation of Mr. Juan                             Mgmt       No Action         *
        Gallardo, who replaces Mr. Richard
        Haythornthwaite as a Director
6.      Approve to renew the terms of office                          Mgmt       No Action         *
        of Mr. Jean Keller as Director for 4
        years
7.      Authorize the Board to trade the                              Mgmt       No Action         *
        Company shares on the stock exchange
        in view of adjusting their price as
        per the following conditions: maximum
        purchase price: EUR 120.00; minimum
        selling price: EUR 50.00; and,
        maximum number of shares to be
        traded: 10%; Authority expires at
        the end of 18 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
8.      Grants all powers to the bearer of a                          Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by Law

- -------------------------------------------------------------------------------------------------------
LAGARDERE SCA                                                                 Agenda: 700496171
     CUSIP: F5485U100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: FR0000130213
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE LAGARDERE SCA                            Non-       No Action         *
        SHARE IS IN REGISTERED FORM.                                 Voting
        BLOCKING CONDITIONS DO NOT APPLY FOR
        VOTING.  THANK YOU.
1.      Approval of consolidated financial                            Mgmt       No Action         *
        statements for fiscal year 2003: The
        General Meeting, acting as an Ordinary
        General Meeting, after hearing the
        reports of the managing partners and
        the Supervisory Board and the
        statutory auditors report on the audit
        of the accounts, approves all parts of
        the aforementioned reports and the
        non-consolidated financial statements
        for the financial year ended 31 DEC
        2003, as drawn up and presented;
        Consequently, it approves all the acts
        carried out



        by the managing partners as presented
        in the said reports and statements,
        and gives the managers discharge for
        their management during the said
        financial year
10.     Re-election of Mr Felix G. ROHATYN as                         Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to elect, as
        member of the supervisory board, Mr
        Felix G. ROHATYN for a four-year
        period that will expire in 2008
        following the Annual General Meeting
        that will be convened to receive the
        financial statements of the previous
        financial year
11.     Re-election of GROUPAMA S.A. as                               Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to re-elect,
        as member of the supervisory board,
        GROUPAMA S.A. for a four-year period
        that will expire in 2008 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
        year
12.     Re-election of Mr Manfred BISCHOFF as                         Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to re-elect,
        as member of the supervisory board, Mr
        Manfred BISCHOFF for a two-year period
        that will expire in 2006 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
13.     Re-election of Mr Georges CHODRON de                          Mgmt       No Action         *
        COURCEL as member of the supervisory
        board: The General Meeting, acting as
        an Ordinary General Meeting, resolves
        to re-elect, as member of the
        supervisory board, of Mr Georges
        CHODRON de COURCEL for a two-year
        period that will expire in 2006
        following the Annual General Meeting
        that will be convened to receive the
        financial statements of the previous
        financial year
14.     Re-election of Mr Christian MARBACH                           Mgmt       No Action         *
        as member of the supervisory board:
        The General Meeting, acting as an
        Ordinary General Meeting, resolves to
        re-elect, as member of the



        supervisory board, Mr Christian
        MARBACH for a two-year period that
        will expire in 2006 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
15.     Re-election of Mr Bernard MIRAT as                            Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to re-elect,
        as member of the supervisory board, Mr
        Bernard MIRAT for a two-year period
        that will expire in 2006 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
        year
16.     Election of Mr Bernard ARNAULT as                             Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting and taking note of the
        death of Mr Jacques NIVARD and that
        LAGARDERE CAPITAL & MANAGEMENT has not
        being re-elected, resolves to elect as
        member of the supervisory board, Mr
        Bernard ARNAULT for a six-year period
        hat will expire in 2010 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
        year
17.     Election of Dr Hubert BURDA as member                         Mgmt       No Action         *
        of the supervisory board: The General
        Meeting, acting as an Ordinary General
        Meeting, resolves to re-elect, as
        member of the supervisory board, Dr
        Hubert BURDA for a six-year period
        that will expire in 2010 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
        year
18.     Election of Mr Ren CARRON                                     Mgmt       No Action         *
        as member of the supervisory
        board: The General Meeting, acting as
        an Ordinary General Meeting, resolves
        to re- elect, as member of the
        supervisory board, Mr Rene CARRON for
        a six-year period that will expire in
        2010 following the Annual General
        Meeting that will be convened to
        receive the financial statements of
        the previous financial year



19.     Election of Mr Henri PROGLIO as                               Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to re-elect,
        as member of the supervisory board,
        Mr Henri PROGLIO for a six-year period
        that will expire in 2010 following the
        Annual General Meeting that will be
        convened to receive the financial
        statements of the previous financial
        year
2.      Approval of consolidated financial                            Mgmt       No Action         *
        statements: The General Meeting,
        acting as an Ordinary General Meeting,
        after hearing the reports of the
        managing partners and the Supervisory
        Board and the statutory auditors
        report on the audit of the
        consolidated statements for the
        financial year ended 31 DEC 2003,
        approves the said accounts as drawn up
        and presented to it
20.     Election of Mr Francois ROUSSELY as                           Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to re-elect,
        as member of the supervisory board, Mr
        Francois ROUSSELY for a six-year
        period that will expire in 2010
        following the Annual General Meeting
        that will be convened to receive the
        financial statements of the previous
        financial
21.     Election of Mr Bernard ESAMBERTas                             Mgmt       No Action         *
        advisor: The General Meeting, acting
        as an Ordinary General Meeting, takes
        note that the advisor Mr Yves Sabouret
        has not been re-elected and resolves
        to appoint Mr Bernard ESAMBERT for a
        two-year period that will expire in
        2006 following the Annual General
        Meeting that will be convened to
        receive the financial statements of
        the previous financial
22.     Setting the amount of directors fees                          Mgmt       No Action         *
        for the supervisory board: The General
        Meeting, acting as an Ordinary General
        Meeting, after taking note of the
        supervisory board s report, resolves
        to fix at EUR 600,000 the total
        maximum amount to be paid to the
        supervisory board as director s fees,
        until resolved



23.     Authorization to be granted to the                            Mgmt       No Action         *
        managing partners to issue on one or
        several occasions, for a period of
        five years, bonds and/or securities,
        giving immediate or future access to
        securities representing debts on the
        issuing company and/or a share of the
        capital of companies other than the
        issuing company, up to EUR 3 billion
        for consequent loans: The General
        Meeting, acting as an Ordinary General
        Meeting, after taking note of the
        reports of the managing partners and
        the supervisory board: a) grants the
        managing partners the necessary powers
        to issue, on one or several occasions,
        in proportions and at times that it
        shall deem necessary, in France,
        outside France or on international
        markets, bonds and all other
        securities that will and/or may lead,
        through conversion, exchange,
        reimbursement, presentation of a bond
        or through any other means, to the
        attribution of securities representing
        debts on the issuing company and/or a
        share of the capital of companies
        other than the issuing company; b)
        resolves that the nominal value of
        debt securities that could be issued
        under the aforementioned authorization
        may not exceed EUR 3 billion or the
        equivalent value of this amount in the
        event of the issue in foreign currency
        or in units of account that are fixed
        in reference to several currencies; c)
        resolves that the managing partners
        shall have all the powers required to
        implement this authorization, and in
        particular: i) set issue prices and
        conditions, the sums to be issued, the
        dates and conditions of issue, the
        form and characteristics of the
        securities to be issued and the stocks
        that are entitled or that can be
        entitled by these, in particular their
        nature, their date of entitlement even
        retrospective, the conditions in which
        they are exercised, their mode of
        payment, conditions and terms of their
        reimbursement or their redemption
        call; ii) if necessary, make
        provisions for the conditions of their
        repurchase on the Stock Exchange, the
        possibility of



        suspending any related allotment
        rights for a period not exceeding
        three months; iii) set, where
        necessary, the measures to be taken to
        preserve the rights of the holders of
        these securities; iv) carry out any
        formalities that may be required for
        listing these securities on the Stock
        Exchange; v) and generally, enter into
        an agreement, make any undertakings
        and do all that is useful or necessary
        to successfully carry out the
        projected issues; d) in the event of
        the issue of debt securities, resolves
        that the managing partners shall have
        all powers to decide in particular,
        whether or not they are subordinated,
        set their interest rate, their
        duration, their redemption price,
        whether fixed or variable, with and/or
        without premium, their mode of
        redemption, in cash and/or in kind,
        arrangements for their amortization
        depending on market conditions, and
        the conditions that are granted, or
        may be granted by these securities, to
        the attribution of securities
        representing debts on the issuing
        company and/or a share of the capital
        of companies other than the issuing
        company; This authorization granted to
        the managing partners is valid from
        this meeting for a period of five
        years. It cancels and supersedes
24.     Authorization to be granted to the                            Mgmt       No Action         *
        managing partners, for a period of
        twenty-six months, for the purpose of
        issuing securities, on one or more
        occasions, with pre-emptive rights,
        giving immediate or future access to
        company shares, up to EUR 300 million
        (excluding premiums) for equity issues
        and EUR 2.5 billion for bond issues:
        The General Meeting, acting as an
        Extraordinary General Meeting, after
        hearing the reports of the managing
        partners and the supervisory board and
        the special report of the statutory
        auditors and in accordance with the
        provisions of paragraph 3 of Article L
        225-129 of the French Commercial Code:
        a) hereby delegates to the managing
        partners the necessary powers for
        issuing, on one or more occasions, in
        the proportion and at periods it deems
        fit, in



        France and abroad, the Company s
        shares as well as all securities of
        any kind which give or can give
        immediate or future access to the
        Company s shares; b) resolves that the
        nominal amount of equity issues that
        could be carried out immediately
        and/or ultimately by virtue of the
        above-mentioned authorization, may not
        exceed EUR 300 million. This amount
        may be increased, if necessary, by the
        nominal value of additional shares to
        be issued to preserve the rights of
        holders of securities that give right
        to shares, in accordance with
        applicable laws; the above-mentioned
        limit of EUR 300 million will also
        apply to issues of investment or
        priority share certificates; c)
        resolves also that the nominal amount
        of debt securities that could be
        issued in application of the
        above-mentioned authorization may not
        exceed EUR 2.5 billion or the
        equivalent value of this amount in the
        event of the issue in foreign currency
        or in units of account that are fixed
        in reference to several currencies; d)
        resolves that the shareholders may
        exercise, under conditions defined by
        law, their pre- emptive right.
        Further, the managing partners will
        have the option of granting
        shareholders the right to subscribe
        for securities in excess of the number
        they are entitled to as of right,
        proportionally to their subscription
        rights and, in any case, within the
        limit of their request. If the
        subscriptions as of right, and where
        applicable, subscriptions for excess
        shares, do not completely absorb an
        issue of shares and securities, as
        defined above, the managing partners
        may, as they deem fit, use one and/or
        other of the options below: i)
        restrict the issue to the amount of
        subscriptions on condition that the
        latter reaches, at least, three
        fourths of the decided issue; ii)
        freely distribute all or part of the
        unsubscribed securities; iii) offer
        the public all or part of the
        unsubscribed securities; e) resolves
        that any issue of the Company s stock
        warrants that could be carried out in
        accordance with



        Article L 228-95 of the French
        Commercial Code, may take place either
        by offering subscriptions under the
        conditions defined above, or by bonus
        shares to the holders of existing
        shares; f) has ascertained that, if
        necessary, the foregoing authorization
        automatically prevails to the
        advantage of holders of securities
        giving future access to the Company s
        shares likely to be issued, waiving
        the shareholders pre-emptive rights to
        shares to which these securities
        entitles them; resolves to waive the
        pre-emptive rights of shareholders to
        shares that would be issued by bond
        conversion or by exercising of
        warrants; g) resolves that the amount
        due to or supposed to be due to the
        Company for each of the shares issued
        in the context of the foregoing, will
        be at least equal to the par value of
        the shares; h) resolves that the
        managing partners will have full
        powers, under applicable legal
        conditions, to implement this
        authorization, primarily for the
        purpose of determining the dates and
        terms of issues as well as the form
        and the characteristics of the
        securities to be created, set the
        price and define the terms of issues,
        define the amounts to be issued, fix
        the effective date, even retroactive,
        of the securities to be issued, define
        the mode of redemption of shares or
        other securities issued, and where
        applicable, their terms of redemption,
        suspend if necessary, the Company s
        exercise of stock dividend rights
        attached to securities to be issued
        for a period that may not exceed three
        months, define the terms according to
        which the rights of holders of
        securities which ultimately give
        access to shares may be preserved in
        compliance with legal provisions and
        regulations. Furthermore, the managing
        partners may proceed, if necessary to
        deduct from the share premium or
        premiums, and in particular, charges
        incurred by issues, and generally take
        all the steps and conclude all
        agreements required for properly
        completing the issues planned and,
        note the capital



        increases resulting from any issue
        carried out by the use of this
        authorization and amend the articles
        of association accordingly; in the
        event of the issue of debt securities,
        the managing partners will be fully
        empowered to decide whether or not
        they are subordinated, fix the
        interest rate, their term, the fixed
        or floating redemption price, with or
        without premium, the terms of
        amortization depending on market
        conditions and the conditions under
        which these securities will entitle
        them to the Company s shares; The
        authorization thus granted to the
        managing partners is valid as from
        this meeting for a period set out in
        the third paragraph of Article L
        225-129-III of the above-mentioned
25.     Authorisation to be granted to the                            Mgmt       No Action         *
        managing partners, for a period of
        twenty-six months, for the purpose of
        issuing securities, on one or more
        occasions, without pre-emptive rights,
        giving immediate or future access to
        company shares, within a limit of EUR
        300 million (excluding premiums) for
        equity issues and EUR 2.5 billion for
        bond issues: The General Meeting,
        acting as an Extraordinary General
        Meeting, after having been notified of
        the reports of the managing partners,
        the supervisory board and the special
        report of the statutory auditors and
        in accordance with the provisions of
        paragraph 3 of Article L 225-129 of
        the French Commercial Code: a) hereby
        delegates to the managing partners the
        necessary powers for proceeding by
        means of a public issue in one or
        several operations, in the proportion
        and at the periods that it shall deem
        fit, both in France and abroad, to the
        issue of shares, share rights as well
        as securities of all kinds that will
        or can grant holders immediate and/or
        future access to the Group s shares,
        including if these securities are
        issued pursuant to Article L 228-93 of
        the above- mentioned Commercial Code;
        b) resolves that the nominal amount of
        equity issues that could be carried
        out immediately and/or ultimately by
        virtue of the above-mentioned



        authorization, may not exceed EUR 300
        million. This amount may be increased,
        if necessary, by the nominal value of
        additional shares to be issued to
        preserve the rights of holders of
        securities that give right to shares,
        in accordance with applicable laws;
        the abovementioned limit of EUR 300
        million will also apply to issues of
        investment or priority share
        certificates; c) resolves also that
        the nominal amount of debt securities
        that could be issued in application of
        the above- mentioned authorization may
        not exceed EUR 2.5 billion or the
        equivalent value of this amount in the
        event of the issue in foreign currency
        or in units of account that are fixed
        in reference to several currencies; d)
        resolves to waive the shareholders
        pre-emptive rights to the securities
        to be issued, on the understanding
        that the managing partners may grant
        shareholders a share priority option
        to all or part of the issue, during
        the period and under the terms that it
        will decide. This share priority will
        not result in the creation of
        negotiable rights, but may, if the
        managing partners deem fit, be
        exercised both as subscriptions as of
        right and subscriptions for excess
        shares; e) resolves that if
        subscriptions of shareholders and the
        public do not completely absorb an
        issue of shares and securities, as
        defined above, the managing partners
        may, as they deem fit, use one and/or
        other of the options below: i)
        restrict, if necessary, the issue to
        the amount of subscriptions on
        condition that the latter reaches, at
        least, three fourths of the decided
        issue; ii) freely distribute all or
        part of the unsubscribed securities;
        f) has ascertained that if necessary,
        the foregoing authorization
        automatically prevails to the
        advantage of holders of securities
        giving future access to the Company s
        shares likely to be issued, waiving
        the shareholders pre-emptive rights to
        shares to which these securities
        entitles them; g) resolves to waive
        the pre-emptive rights of shareholders
        to shares



        issued by bond conversion or by
        exercising of warrants; resolves that
        the issue price of the above-
        mentioned securities will be
        calculated so that the amount received
        immediately after their issue, plus if
        applicable, sums received from the
        exercise of all the rights attached to
        the securities thus issued, will give
        an average issue price for each share
        issued and/or to be issued as part of
        the issue under consideration, at
        least equal to the average opening
        market price of the Company s shares
        during 10 consecutive trading days
        chosen out of the 20 trading days
        immediately prior to the issue after,
        if applicable, adjusting this average
        to reflect the effective date; h)
        resolves that the managing partners
        will have full powers, under
        applicable legal conditions, to
        implement this authorization,
        primarily for the purpose of
        determining the dates and terms of
        issues as well as the form and the
        characteristics of the securities to
        be created, set the price and define
        the terms of issues, define the
        amounts to be issued, fix the
        effective date, even retroactive, of
        the securities to be issued, define
        the mode of redemption of shares or
        other securities issued, and where
        applicable, their terms of redemption,
        suspend if necessary, the Company s
        exercise of stock dividend rights
        attached to securities to be issued
        for a period that may not exceed three
        months, define the terms according to
        which, the rights of holders of
        securities which ultimately give
        access to shares may be preserved in
        compliance with legal provisions and
        regulations. Furthermore, the managing
        partners may proceed, if necessary to
        deduct from the share premium or
        premiums, and in particular, charges
        incurred by issues, and generally take
        all the steps and conclude all
        agreements required for properly
        completing the issues planned and,
        note the capital increases resulting
        from any issue carried out by the use
        of this authorization; and amend the
        articles



        of association accordingly; in the
        event of the issue of debt securities,
        the managing partners will be fully
        empowered to decide whether or not
        they are subordinated, fix the
        interest rate, their term, the fixed
        or floating redemption price, with or
        without premium, the terms of
        amortization depending on market
        conditions and the conditions under
        which these securities will entitle
        them to the Company s shares; The
        authorization thus granted the
        managing partners is valid as from
        this meeting for a period set out in
26.     Authorization to be granted to the                            Mgmt       No Action         *
        managing partners, for a period of
        twenty-six months, to issue on one or
        several occasions, new shares and/or
        securities of all kinds to pay for the
        securities contributed to an exchange
        bid up to EUR 300 million (excluding
        premiums) for equity issues and EUR
        2.5 billion for bond issues: The
        General Meeting, acting as an
        Extraordinary General Meeting, after
        having read the reports of the
        managing partners, the supervisory
        board and the special report of the
        statutory auditors and in accordance
        with the provisions of Article L 225-
        148 of the French Commercial Code,
        authorizes the managing partners to
        increase the Company s capital by a
        maximum nominal amount of EUR 300
        million by issuing successively or
        simultaneously, on one or more
        occasions, new corporate shares to pay
        for the securities contributed to and
        exchange bid or mixed offer for the
        shares of another company on the
        official list or on the Second Marche
        of the Paris Bourse or on the official
        list of a state that is part of the
        Agreement on the European Economic
        Area other than France or the Stock
        Exchange of a member state of the
        Organisation for Economic Co-
        operation and Development. This issue
        of new shares to pay for the
        securities contributed to an exchange
        bid may, in accordance with the
        provisions of Article L 225-129 of the
        above-mentioned code, be the result of
        the issue of securities of all kinds
        that give immediate or future access
        to a share of the



        Company s capital. The shareholders
        will waive their future pre-emptive
        rights to the above-mentioned
        securities and, as applicable, to the
        shares to which the above-mentioned
        securities may entitle them eventually
        by exercising a right of any kind. The
        nominal amount of debt securities
        issued, if applicable, under this
        authorization, has been limited to EUR
        2.5 billion or the equivalent value of
        this amount in the event of the issue
        in another currency or in units of
        account that are fixed in reference to
        several currencies. The nominal amount
        of debt securities issued, if
        applicable, under this authorization,
        has been limited to EUR 2.5 billion or
        the equivalent value of this amount in
        the event of the issue in another
        currency or in units of account that
        are fixed in reference to several
        currencies. The General Meeting
        resolves that the managing partners
        will have full powers, under the
        conditions set by law, to implement
        this authorization primarily for: a)
        fixing the foreign exchange ratio and,
        if necessary, the amount of the
        equalization payment in cash to be
        paid; b) recognizing the number of
        securities contributed to the
        exchange; c) determine the dates,
        terms of issues, in particular the
        price and effective date of new shares
        or, if necessary, securities that give
        immediate or future access to a share
        of the Company s capital; d) post to
        the liability section of a premium
        account, the difference between the
        issue price of new shares and their
        par value; deduct if necessary, from
        said premium, all expenses and fees
        resulting from the authorized
        operation; e) generally take all
        necessary steps and conclude all
        agreements required for properly
        completing the issues planned and
        ascertain any resulting equity issues
        and amend the articles of association
        accordingly. The authorization granted
        to the managing partners is valid as
        from this meeting for a period set out
        in the third paragraph of Article L
        225-129 of the above-mentioned Code.
        It



27.     Authorization to be granted to the                            Mgmt       No Action         *
        managing partners, for a period of
        twenty-six months to carry out an
        equity issue, on one or several
        occasions, by capitalisation of
        reserves, or premiums and scrip issue
        or increase in nominal value, within
        the limit of EUR 300 million: The
        General Meeting, ruling with the
        quorum and majority needed for
        Ordinary Meetings, after having read
        the reports of the managing partners
        and the supervisory board, grants the
        managing partners the necessary powers
        for carrying out an equity issue, on
        one or several occasions, up to a
        maximum nominal amount of EUR 300
        million, by the successive or
        simultaneous capitalization of
        reserves, profits and/or premium,
        through the creation and scrip issue
        of shares or by increasing the nominal
        values of the shares or by the
        combined use of the two procedures.
        The General Meeting resolves that
        fractional shares will not be
        negotiable and that the corresponding
        shares will be sold, the sums from the
        sale will be allocated to right
        holders no later than thirty days
        after the date on which the whole
        number of granted shares is registered
        on their account. The General Meeting
        grants the managing partners all the
        powers, under applicable legal
        conditions, in particular, to
        determine the dates and terms of
        issue, fix the conditions of issue,
        fix the amounts to be issued and
        generally take all steps to ensure
        their proper completion, carry out all
        acts and formalities aimed at
        finalizing the corresponding capital
        increase or increases and amending the
        articles of association accordingly.
        This authorization is valid as from
        this meeting for a period set out in
        the third paragraph of Article L
        225-129- III of the French Commercial
        Code. It cancels and supersedes the



28.     Overall limit of EUR 300 million                              Mgmt       No Action         *
        (excluding premiums) for capital
        increases and EUR 2.5 billion for bond
        issues of issues authorised according
        to the foregoing resolutions: The
        General Meeting, acting as an
        Extraordinary General Meeting, having
        read the reports of the managing
        partners and the supervisory board,
        and consequent to the adoption of the
        twenty-fourth, twenty-fifth and
        twenty-sixth resolutions, resolves: a)
        to set the maximum nominal amount of
        debt securities that can be issued in
        application of the authorizations
        granted by the foregoing resolutions,
        at EUR 2.5 billion or the equivalent
        value of this amount in foreign
        currency or in units of account that
        are fixed in reference to several
        currencies, and b) to set the maximum
        nominal amount of the immediate and/or
        future capital increases, that could
        be carried out by virtue of the
        authorizations granted by the
        foregoing resolutions, at EUR 300
        million, with the understanding that
        this nominal amount may be increased
        by the nominal value of the additional
        shares to be issued to preserve the
        rights of bearers of securities
        entitling the holders to
29.     Authorization given to the managing                           Mgmt       No Action         *
        partners to carry out the above-
        mentioned issues during a takeover
        bid or exchange bid concerning the
        company s securities: The General
        Meeting, acting as an Extraordinary
        General Meeting, having read the
        reports of the managing partners and
        the supervisory board, and pursuant
        to the provisions of the French
        Commercial Code, expressly resolves
        that the authorizations given to the
        managing partners in the foregoing
        resolutions, leading to or likely to
        lead to an increase in the Company s
        capital, be maintained during a take-
        over bid or exchange bid on the
        Company s securities. The
        authorizations conferred on
        management partners will be
        maintained during a take-over bid or
        exchange bid on the Company s
        securities. This authority will



        expire at the end of the next Annual
        General Meeting convened to adopt the
        accounts of the financial year ended
3.      Allocation of net income and approval                         Mgmt       No Action         *
        of the dividend of EUR 0.90: The
        General Meeting, acting as an Ordinary
        General Meeting, notes that net income
        for the financial year corresponds to
        a profit of EUR 91,572,246.66 which,
        in view of retained earnings of EUR
        232,408,817.72 and provision to the
        legal reserve of EUR 2,435,089.50 to
        bring said reserve to 10% of equity
        capital, yields a distributable net
        income of EUR 321,545,974.88; It has
        resolved, in accordance with the
        Articles of Association, to deduct a
        sum of EUR 3,339,000 from the profit,
        which is equal to 1% of Group share of
        consolidated net income as statutory
        dividends to its general partners;
        Based on a proposal from the managing
        partners, the General Meeting resolves
        to pay a dividend of EUR 0.90 per
        share, taking into account the
        following: - shares issued as a result
        of the exercise of share subscription
        options before the dividend ex-date
        carry rights to the said dividend; -
        shares held by the Company in treasury
        on the ex- date will not carry rights
        to the said dividends; The meeting
        resolves to allocate the balance to
        retained earnings, after verification
        of the amount by management. The
        dividend of EUR 0.90 per share will be
        accompanied by a tax credit of EUR
        0.45 per share, taking the gross
        dividend per share to EUR 1.35 for
        individuals. The dividend ex-date will
        be 19 MAY 2004 and dividends will be
        payable from that date to holders of
        registered shares or their authorized
        representatives, by cheque or bank
        transfer; In compliance with
        applicable law, the dividends paid
        relating to the last three financial
        years and their associated tax credits
        amounted to: Dividend paid to
        shareholders: EUR 0.82 - 2002; EUR
        0.82 - 2001; EUR 0.78 - 2000; Tax
        credit: EUR 0.41 - 2002; EUR 0.41 -
        2001; EUR 0.39 - 2000; Global
        dividend: EUR 1.23 - 2002; EUR 1.23 -
        2001; EUR 1.17 - 2000; Total



        Dividend: EUR 111,226,519.54 - 2002;
        EUR 110,838,916 - 2001; EUR
        106,988,546 - 2000; Dividend paid to
        general partners: Nil - 2002; EUR
        6,160,717 - 2001; EUR 5,809,897 -
        2000; Total: EUR 111,226,519.54 -
        2002; EUR 116,999,633 - 2001; EUR
30.     Authorization to the managing                                 Mgmt       No Action         *
        partners to issue on one or several
        occasions, for a period of thirty-
        eight months, shares reserved for the
        company s employees and those of some
        subsidiaries, up to 2% of the company
        s total shares: The Extraordinary
        General Meeting, after having read the
        managing partners report as well as
        the reports of the supervisory board
        and that of the auditors, empowers the
        managing partners to increase the
        Company s share capital, without any
        other consultations. This must be done
        by issuing, in one or several
        operations, shares intended for
        subscription, as part of a Group
        employee savings plan, in accordance
        with articles L 443-1 et seq. of the
        labor code and Article L 225-138 of
        the French Commercial Code, by
        employees of the Company and companies
        and groupings that are affiliated to
        it within the meaning of Article L
        225-180 of the above- mentioned Code.
        These employees should have been
        employed for at least six months. The
        number of new shares to be issued,
        which will be immediately assimilated
        to the other existing shares, should
        not exceed 2% of the number of shares
        comprising the issued share capital.
        This authorization automatically
        waives the pre-emptive rights of
        shareholders, in the event that they
        exercise their rights, in favor of the
        employees concerned. In accordance
        with Article L 443-5 of the labor
        code, the General Meeting resolves
        that the issue price will be equal to
        80% of the average of first stock
        quotes for the twenty days preceding
        the day the option is granted by the
        managing partners, rounded up to the
        next higher tenth of a euro. The
        meeting also resolves that in the
        event that all the capital issues have
        not been



        subscribed by the employees within the
        deadlines set by the managing
        partners, the issue will be made to
        the tune of the amount of subscribed
        shares, and the unsubscribed shares
        may be proposed once again to the
        employees concerned during a
        subsequent equity issue. The General
        Meeting grants the managing partners
        all the powers required to set the
        different conditions of operations,
        within the limits set out below, in
        particular to: a) ascertain the
        subscription price calculated
        according to the method defined in the
        previous paragraph, set the deadline
        for paying for the subscribed shares.
        Payments by employees may be completed
        by the Company or its affiliates
        within the meaning of Article L
        225-180 mentioned above under the
        conditions provided by law; b) set the
        opening and closing dates for the
        subscription, ascertain any resulting
        capital increases and amend the
        articles of association accordingly.
        The authorization thus conferred on
        the managing partners is valid as from
        this meeting for a period of
        thirty-eight months. It cancels and
31.     Authorization given to the managing                           Mgmt       No Action         *
        partners to grant options to employees
        and managers of the company and
        affiliated companies within the
        meaning of article L 225-180 of the
        commercial code to subscribe for
        and/or purchase company stock, up to
        3% of the company s issued share
        capital: The General Meeting, acting
        as an Extraordinary General Meeting,
        after hearing the reports of the
        managing partners, the Supervisory
        Board and the statutory auditors: a)
        authorizes the managing partners, in
        accordance with the provisions of
        Articles L 225-177 et seq. of the
        French Commercial Code, to grant, once
        or several times, to some or all of
        the managers and employees of the
        Company and of its affiliates within
        the meaning of Article L 225-180 of
        the above-mentioned code, options
        giving the right to subscribe for new
        shares in the Company and/or buy
        existing shares from purchases made by
        the Company under provisions



        provided by law; b) resolves that the
        total number of options hereby granted
        may not entitle the subscription or
        purchase of a number of shares
        exceeding 3% of the number of shares
        in the Company s issued share capital;
        c) resolves that the time in which
        options may be exercised may not
        exceed ten years starting from the
        date the option is granted by the
        managing partners; d) resolves, in
        accordance with the law, that this
        resolution automatically implies that
        shareholders shall expressly waive, in
        favor of the beneficiaries of the
        options, their pre-emptive rights to
        the issued shares as the options are
        exercised; e) grants the managing
        partners the most extensive powers,
        within the limits defined above and
        the applicable legal limits, to: i)
        set the share subscription and/or
        purchase price according to the
        conditions set down by the managing
        partners in their report and in
        accordance with applicable legal
        provisions; ii) define the terms of
        operations, set the conditions under
        which the options will be granted,
        designate the beneficiaries of the
        options, set the period during which
        they may be exercised and the maximum
        number of options offered at each
        period, define any restrictions
        against the immediate resale of
        shares; iii) define the conditions
        under which the price and/or number of
        shares to subscribe and/or purchase
        may be adjusted to reflect financial
        operations carried out by the Company;
        iv) and, generally, do all that is
        useful or necessary and, in
        particular, carry out all acts and
        formalities concerning registration
        and advertising, ascertain that the
        corresponding equity issues have been
        made and amend the articles of
        association accordingly. This
        authorization thus conferred on the
        managing partners for a period of
        thirty-eight months as from this
        meeting. It cancels and supersedes the
        authorization granted by the Combined
        General Meeting of 23 May 2000 for the
        unused part of this



32.     Harmonisation of articles of                                  Mgmt       No Action         *
        association: The General Meeting,
        acting as an Extraordinary General
        Meeting, resolves to bring article 16
        of the Company s articles of
        association relating to regulated
        agreements in line with recent laws
        and to amend said article accordingly
        as set out below: Article 16 -
        Regulated agreements The members of
        the supervisory board, or one of the
        shareholders with a voting right
        fraction of more than 10% or, in the
        case of a shareholding company, the
        controlling company within the meaning
        of Article L 233-3 of the Commercial
        Code either directly or through an
        intermediary, must be subject to
        authorization and control formalities
        prescribed by Articles L 225-38 to L
        225-43 of the Commercial Code,
        pursuant to the provisions of Article
        L 226-10 of said Code.( the rest
        remains unchanged) The General Meeting
        resolves to remove article 12 bis,
        relating to the initial composition of
        the supervisory board, from the
        articles of association
33.     Powers to accomplish the necessary                            Mgmt       No Action         *
        legal formalities: The General
        Meeting, acting as an Ordinary General
        Meeting, grants the bearer of the
        original minutes or of a certified
        copy or abstract of the minutes of
        this meeting full powers to accomplish
        the necessary legal or regulatory
        formalities wherever
4.      Approval of regulated agreements: The                         Mgmt       No Action         *
        General Meeting, acting as an Ordinary
        General Meeting, after hearing the
        statutory auditors Special Report
        concerning the agreements referred to
        in Article L 226-10 of the French
        Commercial Code approves this report
        in all its parts as well as all the
        agreements
5.      To authorise the managing partners to                         Mgmt       No Action         *
        buy company shares: After taking note
        of the managing partners report and
        examining the specific memorandum
        approved by the COB (Commission des
        operations en Bourse), the General
        Meeting, acting as an Ordinary General
        Meeting, authorizes the managing
        partners, in accordance with Article L
        225-209 of



        the French Commercial Code to acquire
        a maximum of up to 10% of the current
        share capital, i.e. EUR 700,000,000,
        subject to the following conditions:
        Maximum purchase price per share: EUR
        70; Minimum selling price per share:
        EUR 30; These shares may be acquired
        in one or more purchases, by any
        method, including by private
        agreement, transfers of blocks of
        shares or by using derivative
        products, notably for the following
        purposes: - to issue shares to
        employees; - to regulate the share
        price; - to keep or transfer shares
        using any method, notably share
        exchanges; - to cancel shares; The
        share buyback programme may be
        implemented even during a period of a
        take-over bid; The present
        authorization is valid for eighteen
        months. It cancels and supersedes for
        the unexpired period the authorization
        granted by the fifth resolution of the
        Ordinary and
6.      Re-election of Mr Raymond H. LEVY as                          Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an
        Ordinary General Meeting, resolves to
        re-elect, as member of the
        supervisory board, Mr Raymond H. LEVY
        for a six-year period that will
        expire in 2010 following the Annual
        General Meeting that will be convened
        to receive the financial statements
        of the previous financial year
7.      Re-election of Mr Pehr G.                                     Mgmt       No Action         *
        GYLLENHAMMAR as member of the
        supervisory board: The General
        Meeting, acting as an Ordinary General
        Meeting, resolves to re- elect, as
        member of the supervisory board, Mr
        Pehr G. GYLLENHAMMAR for a four-year
        period that will expire in 2008
        following the Annual General Meeting
        that will be convened to receive the
        financial statements of
8.      Re-election of Mr Pierre LESCURE as                           Mgmt       No Action         *
        member of the supervisory board: The
        General Meeting, acting as an Ordinary
        General Meeting, resolves to re-elect,
        as member of the supervisory board, Mr
        Pierre LESCURE for a four-year period
        that will expire in 2008 following the
        Annual General Meeting that will be
        convened



        to receive the financial statements of
        the previous financial year
9.      Re-election of Mr Didier PINEAU-                              Mgmt       No Action         *
        VALENCIENNE as member of the
        supervisory board: The General
        Meeting, acting as an Ordinary General
        Meeting, resolves to re- elect, as
        member of the supervisory board, Mr
        Didier PINEAU-VALENCIENNE for a
        four-year period that will expire in
        2008 following the Annual General
        Meeting that will be convened to
        receive the financial statements of
        the previous financial year

- -------------------------------------------------------------------------------------------------------
SANOFI SYNTHELABO                                                             Agenda: 700543766
     CUSIP: F5548N101                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: FR0000120578
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP



        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction. This procedure pertains
        to sale transactions with a
E.10    Authorize the Board all powers to                             Mgmt       No Action         *
        increase the share capital by a
        maximum nominal amount of EUR
        500,000,000.00 by incorporation of
        reserves; this limit being included in
        the overall limit of EUR
        1,250,000,000.00 set for Resolutions 7
        and 8; Authority expires at the end of
        26 months
E.11    Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by a maximum of 2%, by
        issuing various securities reserved
        to the employees, retired and pre-
        retired employees of the Group who
        subscribed to one of the existing
        savings plans; these securities shall
        be subscribed in cash and may be
        coupled with free shares or
        securities issued per Resolutions 8
        and 10; Authority expires at the end
E.12    Authorize the Board to grant to some                          Mgmt       No Action         *
        employees to be listed by it options
        to subscribe to new shares or
        repurchased shares, not exceeding 2%
        of the share capital; Authority
        expires at the end of 38 months
E.13    Authorize the Board to reduce the                             Mgmt       No Action         *
        share capital by cancelling self-
        detained shares, not exceeding 10% of
        the share capital in 24 months;
        Authority expires at the end of 26
        months
E.14    Approve, subject to the positive                              Mgmt       No Action         *
        results to the public offering of 26
        JAN 2004 and further bidding of 26 APR
        2004 on the Aventis shares, to
        increase the share capital by the
        number of shares necessary to
        remunerate the Aventis shares brought
        by shareholders in France, Germany and
        the United States; with regard to the
        proposed exchange rate 1 main combined
        offering: 5 Sanofi



        Synthelabo shares and EUR 120.00 for
        every 6 Aventis shares and 2
        subsidiary exchanger offer: 1.1739
        Sanofi Synthelabo share for 1 Aventis
        share and the overall proportion of
        71% Sanofi Synthelabo shares and 29%
        in cash, the maximum number of Sanofi
        Synthelabo shares to be issued is
        714,548,243 for a nominal amount of
        EUR 1,429,096,486.00; these shares
        shall be identical to the old Sanofi
        Synthelabo shares and will bear
        dividend for 2003 and any further
        dividend distributed after their issue
        date. such decision does not
        invalidate Resolutions 7-8-9-10-11 of
E.15    Approve to change the Company name                            Mgmt       No Action         *
        for Sanofi-Aventis and to modify
        Article of Association 2 accordingly
E.16    Approve to reduce the term of the                             Mgmt       No Action         *
        Directors to 4 years and modify
        Article of Association 11 accordingly
E.17    Approve to harmonize Article of                               Mgmt       No Action         *
        Association 12 with the French
        Financial Security Law: instead of
        quote representing unquote the Board
        of Directors, the Chairman organises
        and supervises its activities
E.7     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing shares and
        other securities with preferential
        subscription right, within the limits
        below: a) EUR 750,000,000.00 for
        shares and securities; this limit is
        also valid for Resolution 8 and is
        included in the overall limit of EUR
        1,250,000,000.00 set for Resolutions 8
        and 10; b) EUR 7,000,000,000.00 for
        debt securities; this limit is also
        valid for Resolution 8 but does not
        include Resolution 6; Authority
        expires at the end of 26 months
E.8     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing shares and
        other securities without preferential
        subscription right, within the limits
        below: a) EUR 750,000,000.00 for
        shares and securities; this limit is
        also valid for Resolution 7 and is
        included in the overall limit of EUR
        1,250,000,000.00 set for Resolutions 7
        and 10; b) 7,000,000,000.00 for debt
        securities; this limit is also valid
        for Resolution 7 but does not include



        resolution 6; Authority expires at the
        end of 26 months; it does not
        interfere with any share capital
        increase which might be decided in
        relation to the public offering
E.9     Authorize the Board to use                                    Mgmt       No Action         *
        Resolutions 7 and 8 to increase the
        share capital; this decision is
        maintained till the end of the
        meeting called to deliberate on the
        2004 accounts, in case a takeover bid
        or an exchange bid is launched on
O.1     Approve the accounts and the balance                          Mgmt       No Action         *
        sheet of the FY 2003, showing profits
        amounting to EUR 1,683,957,043.77
O.18    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jean-Francois Dehecq as a
        Director for 4 years
O.19    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Rene Barbier as a Director for
        4 years
O.2     Approve the consolidated accounts of                          Mgmt       No Action         *
        the FY 2003 as presented to it
O.20    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Robert Castaigne as a Director
        for 4 years
O.21    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Thierry Desmarest as a
        Director for 4 years
O.22    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Lindsay Owen-Jones as a
        Director for 4 years
O.23    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Bruno Weymuller as a Director
O.24    Approve to confirm the term of office                         Mgmt       No Action         *
        of Mr. Lord Douro as a Director for
        4 years
O.25    Approve to confirm the term of office                         Mgmt       No Action         *
        of Mr. Gerard Van Kemmel as a
        Director for 4 years
O.26    Appoint Mr. Christian Mulliez as a                            Mgmt       No Action         *
        Director for 4 years
O.27    Appoint Mr. Jean-Marc Bruel as a                              Mgmt       No Action         *
        Director for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.28    Appoint Mr. Jurgen Dorman as a                                Mgmt       No Action         *
        Director for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.29    Appoint Mr. Jean-Rene Fourtou as a                            Mgmt       No Action         *
        Director for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the



O.3     Approve the appropriations: profits                           Mgmt       No Action         *
        for the FY EUR 1,683,957,043.77 minus
        EUR 96,113.00 to legal reserve total
        EUR 1,683,860,930.77 plus prior
        retained earnings EUR 234,647,599.90
        total EUR 1,918,508,530.67 special
        reserve on long term capital gains EUR
        553,612,957.45 global dividend EUR
        1,364,895,573.22; if the number of
        shares existing at dividend payment
        date requires it, the necessary
        amounts will be deducted from special
        reserve on long-term capital gains;
        net dividend per share EUR 1.02 with
        EUR 0.51 tax credit paid in cash minus
        the EUR 0.97 interim dividend at the
        settlement
O.30    Appoint Mr. Serge Kampf as a Director                         Mgmt       No Action         *
        for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.31    Appoint Mr. Igor Landau as a Director                         Mgmt       No Action         *
        for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.32    Appoint Mr. Hubert Markl as a                                 Mgmt       No Action         *
        Director for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.33    Appoint Mr. Klaus Pohle as a Director                         Mgmt       No Action         *
        for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.34    Appoint Mr. Hermann Scholl as a                               Mgmt       No Action         *
        Director for 4 years, subject to the
        realization of the offerings
        initiated by the Company on the
O.35    Acknowledge the mandates of the                               Mgmt       No Action         *
        Directors of the Companies: Elf
        Aquitaine, I Oreal and Pierre Castres
        Saint-Martin, Pierre-Gilles De
        Gennes and Herve Guerin expires to
        the exit from this present meeting
O.36    Approve to set an amount of EUR                               Mgmt       No Action         *
        1,000,000.00 to be allocated to the
        Board of Directors as attendance fees
O.37    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
O.4     Approve the agreements mentioned in                           Mgmt       No Action         *
        the Special Auditors report, in
        accordance with the provisions of
        Article L. 225-40 of the French Trade
        Code



O.5     Authorize the Board, in substitution                          Mgmt       No Action         *
        of the Authority granted at in
        Resolution 6 of 19 MAY 2003, to trade
        the Company shares on the stock
        exchange, notably in view of adjusting
        their price and implementing
        resolution 12 below; maximum purchase
        price EUR 90.00; maximum amount to be
        used for such operations EUR
        6,595,632,630.00 and EUR
        13,026,566,790.00 if the public
        offerings on the Aventis shares 10% of
        the share capital; the repurchased
        shares kept by the Company will have
        no voting right and no dividend; they
        shall not exceed 10% of the share
        capital; maximum number of shares to
        be acquired: 10% of the share capital;
        Authority expires at the end of 18
        months as of
O.6     Authorize the Board to issue bonds                            Mgmt       No Action         *
        and similar securities for maximum
        nominal amount of EUR
        7,000,000,000.00; this limit included
        all issues of the same sort;
        Authority expires at the end of 5

- -------------------------------------------------------------------------------------------------------
LOREAL S.A., PARIS                                                            Agenda: 700481839
     CUSIP: F58149133                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: FR0000120321
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN ORDINARY                          Non-       No Action         *
        GENERAL MEETING. THANK YOU                                   Voting
1.      Approve the 2003 Parent Company                               Mgmt       No Action         *
        financial statements indicating a net
        profit of EUR 939,542,234.00 compared
        with EUR 1,014,294,475.43 in 2002; and
        approve the amount of non deductible
        charges and the corresponding tax and
        grant full discharge to the Directors
        for the actions taken by the Directors
        in
10.     Authorize the Board to buy the                                Mgmt       No Action         *
        Company s shares on the stock exchange
        or otherwise, subject to the following
        conditions: maximum purchase price:
        EUR 95.00; maximum number of shares to
        be acquired by the Company: 10% of the
        share capital 67,606,216 shares;
        objectives in decreasing order of
        strategic



        importance: purchases and sales
        depending on market situations,
        purchases and holding with a view to
        potential subsequent share swaps,
        coverage of stock-option plans,
        stabilization of the share price by
        systematic intervention to correct
        market trends; the Company may trade
        its shares in a period of public
        offer; treasury shares held by the
        Company may be cancelled as authorized
        by the EGM of 22 MAY 2003 for a period
        of 5 years; Authority
11.     Grant full powers to the bearer of an                         Mgmt       No Action         *
        original, a copy or an extract of
        the present minutes to carry out all
        filings or formalities prescribed by
        law
2.      Approve the 2003 consolidated                                 Mgmt       No Action         *
        financial statements
3.      Approve the appropriation of the                              Mgmt       No Action         *
        profits for 2003, amounting to EUR
        939,542,243.00 as follows: special
        reserve for long-term net capital
        gains: EUR 259,229,243.00; first
        global dividend: EUR 6,760,621.60;
        balance amount EUR 673,552,369.40 to
        which is added the amount deducted
        from special reserve on long term net
        capital gains EUR 221,808,140.00;
        distributable balance EUR:
        895,360,509.40; super dividend EUR
        486,764,755.20; withholding tax amount
        EUR 39,250,000.00; other reserves EUR
        369,345,7 54.20; and the resulting
        dividend per share will amount to EUR
        0.73 with a tax credit of EUR 0.37, to
        be paid on 14 MAY
4.      Approve the special report of the                             Mgmt       No Action         *
        Auditors on the regulated agreements
        provided for in Article L 225-38 of
        the French Commercial Code and that
        no regulated agreement was submitted
        to its approval
5.      Approve to renew the tenure of Mr.                            Mgmt       No Action         *
        Rainer Gut as a Director for 4 years
6.      Appoint Mr. Bernard Kasriel as a                              Mgmt       No Action         *
        Director for 4 years
7.      Approve to allocate a maximum global                          Mgmt       No Action         *
        amount of EUR 1,000,000.00 to the
        Directors as annual attendance fees,
        until further decision; it entrusts
        the board with its allotment and date
        of payment



8.      Appoint PricewaterhouseCoopers Audit                          Mgmt       No Action         *
        as the Statutory Auditor and Mr. Yves
        Nicolas as the Deputy Auditor, for the
        next 6 fiscal years
9.      Appoint Deloitte Touche Tohmatsu as                           Mgmt       No Action         *
        the Statutory Auditor and Mr. Jean-
        Paul Picard as the Deputy Auditor for
        the next 6 fiscal years




                                                                        
- -------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS                                       Agenda: 700509790
     CUSIP: F58485115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: FR0000121014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS A MIX                                Non-       No Action         *
        (ORDINARY AND EXTRAORDINARY GENERAL)                         Voting
        MEETING. THANK YOU
1.      Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
10.     Appoint Mr. Patrick Houel as a                                Mgmt       No Action         *
        Director for a period of 3 years
11.     Appoint Mr. Hubert Vedrine as a                               Mgmt       No Action         *
        Director for a period of 3 years
12.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Kilian Hennessy as Control
        Agent for a period of 3 years
13.     Appoint Deloitte Touche Tohmatsu                              Mgmt       No Action         *
        Audit as the Statutory Auditor for a
        period of 6 years
14.     Approve to renew the term of office                           Mgmt       No Action         *
        of Ernst and Young Audit as Statutory
        Auditor for a period of 6 years
15.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Denis Grison as Deputy Auditor
        for a period of 6 years
16.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Dominique Thouvenin as Deputy
        Auditor for a period of 6 years
17.     Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution of any existing
        authority, to buy Company shares on
        the stock exchange, notably in view
        of adjusting their price per the
        following conditions: maximum
        purchase price: EUR 100.00; minimum
        selling price: EUR 30.00 maximum
        number of shares to be acquired: 10%
        of the share capital;  Authority
        expires at the end of 18 months



18.     Approve to set an amount of EUR                               Mgmt       No Action         *
        1,147,500.00 to be allocated to the
        Members of the Board of Directors as
        attendance fees
19.     Grant all powers to the Board of                              Mgmt       No Action         *
        Directors to decrease the share
        capital by canceling the shares held
        by the Company in connection with a
        stock repurchase plan, within a limit
        of 10% over a 24 month period;
        Authority is given for 24 months
2.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003; grant
        permanent discharge to the Members of
        the Board of Directors for the
        completion of their assignment for
20.     Amend the Articles of Association as                          Mgmt       No Action         *
        follows: Article 12  Board of
        Directors; Article 16  powers to the
        Chairman of the Board of Directors;
        Article 19  conventions subjected to
        an authorization; and Article 26
        identification of shareholders
3.      Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article 225-38 of the French
        Commercial Law
4.      Approve the appropriation of the                              Mgmt       No Action         *
        profits: profits for the FY: EUR
        768,370,044.10; legal reserve: nil;
        prior retained earnings: EUR
        557,531,725.93; distributable
        profits: EUR 1,325,901,770.03; the
        shareholders will receive a net
        dividend of EUR 0.85 with a
        corresponding tax credit of EUR 0.425
5.      Ratify the cooptation of Ms. Delphine                         Mgmt       No Action         *
        Arnault who replaces Mr. Jean Peyrelev
        Ade, as Director up to the general
        meeting ruling on annual accounts
        during 2004; renew the term of office
        of Ms. Delphine Arnault as a Director
        for a period of 3 years
6.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Bernard Arnault as a Director
        for a period of 3 years
7.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Jean Arnault as a Director for
        a period of 3 years
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Nicholas Clive Worms as a
        Director for a period of 3 years
9.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Felix G. Rohatyn as a Director
        for a period of 3 years




                                                                        
- -------------------------------------------------------------------------------------------------------
VINCI                                                                         Agenda: 700477513
     CUSIP: F5879X108                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: FR0000125486
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL 04 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
1.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003, as presented to it and
        the net consolidated profits group
        share EUR 541,373,000.00
10.     Authorize the Board to issue shares                           Mgmt       No Action         *
        and securities giving access to the
        share capital with preferential
        subscription right within the limits
        below: EUR 600,000,000.00 for
        securities, including the securities
        issued per Resolution 11 below,
        previous share capital increases are
        not included in this limit, EUR
        1,500,000,000.00 for debt securities,
        this limit does not include debt
        securities issued per Resolution 8 of
        meeting of 14 MAY 2003, but is
        included in corresponding limit set in
        Resolution 11 below, these issues
        shall be reserved preferably to owners
        of old shares who can subscribe as of
        right, this delegation is given for 26
        months, it cancels and replaces
        Resolution 13 of combined meeting of 6
        JUN 2002
11.     Authorize the Board to issue shares                           Mgmt       No Action         *
        and securities giving access to the
        share capital without preferential
        subscription right within the limits
        below: EUR 600,000,000.00 for
        securities, including the securities
        issued per Resolution 10 above, prior
        issues of the same sort are not
        included in said limit, EUR
        1,500,000,000.00 for debt securities,
        this limit does not include debt
        securities issued per Resolution 8 of
        meeting of 14 MAY 2003, but is
        included in corresponding limit set in
        Resolution 10 above, these issues



        shall granted to shareholders in
        proportion to the number of shares
        they already own, in case of public
        exchange offer, the Board shall decide
        on the type of securities to be
        exchanged, this delegation is given
        for 26 months, it cancels and replaces
        Resolution 14 of combined meeting of 6
        JUN 2002
12.     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by 10 %, by issuing
        ordinary shares reserved to the
        financial entities in charge of the
        savings plans of the Company and of
        the subsidiaries which cannot benefit
        from Resolutions 14 and 15 voted on
        combined meeting of 12 DEC 2001, the
        total share capital increases
        resulting from this resolution,
        Resolutions 14 and 15 above mentioned
        and resolution 16 of combined meeting
        of 6 JUN 2002 not exceeding 10 % of
        the share capital, but is not included
        in the other delegations given to the
        Board, such delegation is valid for 2
        years
13.     Authorize the Board, in relation to                           Mgmt       No Action         *
        Resolutions 10 and 11 above and
        Resolution 15 of 6 JUN 2002, to
        increase share capital reserved to
        the members of group savings plans
        and make use of Resolutions 12 above,
        14 and 15 of combined meeting of 12
        DEC 2001, and 16 of combined meeting
        of 6 JUN 2002
14.     Grants all powers to the bearer of a                          Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by Law
2.      Approves the accounts and the balance                         Mgmt       No Action         *
        sheet for FY the 2003, as presented to
        it, namely the non-deductible
3.      Approve the amount of net profits for                         Mgmt       No Action         *
        the FY : EUR 2,065,623,276.75 and its
        appropriation as follows : global
        dividend: EUR 189,073,998.36, legal
        reserve EUR 915,121.00, balance carry
        forward: EUR 1,875,634,157.39, net
        dividend per share: EUR 2.36 with EUR
        1.18 tax credit, this dividend will be
        paid on 11 MAY 2004
4.      Approve the Special Auditor s report,                         Non-       No Action         *
        in accordance with the provisions of                         Voting
        Article L.225-38 and followings of
        the French Trade Code



5.      Grant permanent discharge to the                              Mgmt       No Action         *
        Board for the completion of its
        assignment for the current year
6.      Ratify the cooptation of Mr. Quentin                          Mgmt       No Action         *
        Davies as a Director in replacement
        of Mr. Henri Proglio, for the
        unaffected part of his term
7.      Approve to set an amount of EUR                               Mgmt       No Action         *
        800,000.00 to be allocated to the
        Board of Directors as attendance fees
        as of 1 JAN 2004
8.      Authorize the Board to repurchase                             Mgmt       No Action         *
        company shares on the stock exchange,
        notably in view of adjusting their
        price per the following conditions
        :maximum purchase price : EUR 110.00;
        minimum selling price : EUR 55.00,
        except shares related to the stock
        options plan, in this case the selling
        price is comprised between EUR 33.70
        and EUR 63.65. maximum number of
        shares to be acquired: 10 % of the
        share capital maximum amount to be
        used EUR 700,000,000.00; Authority
        expires at the end of 18 months; it
        cancels and replaces Resolution 7 of
        combined meeting of
9.      Grant all powers to the Board to                              Mgmt       No Action         *
        decrease the share capital by
        canceling shares held by the company,
        within a limit of 10% over a 24
        month period, this delegation is
        valid 18 months. it supersedes
        Resolution 9 of combined meeting of

- -------------------------------------------------------------------------------------------------------
CIE GENERALE DES ETABLISSEMENTS MICHELIN SA,                                  Agenda: 700494355
CLERMONT-FERRAND
     CUSIP: F61824144                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: FR0000121261
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT MICHELIN S SHARES                            Non-       No Action         *
        ARE IN REGISTERED FORM ONLY AND                              Voting
        BLOCKING IS NOT NECESSARY PRIOR TO
        THE GENERAL MEETING. THANK YOU.
E.12    The allocation of stock options to                            Mgmt       No Action         *
        senior and executive management in the
        Company and Group member; The General
        Meeting, Having heard the Managing
        Partners report, the special Auditors
        report and the report of Supervisory
        Board, Having taken due note of the
        consent of each



        of the General Partners, And ruling in
        accordance with the quorum and
        applicable conditions for a majority
        decision by an Extraordinary General
        Meeting, Hereby authorises the
        Managing Partner, or any one of them,
        under the terms of Article L 225-177
        and following of the French Commercial
        Code, and the applicable legislative
        provisions, to consent, on one or more
        occasions, to the allocation to senior
        and executive management within the
        Company or the Group member companies
        in France and abroad within the
        meaning of Article L 225-180 of the
        French Commercial Code, of stock
        options giving a right of subscription
        for shares in the Company to be issued
        by way of an increase in capital, or
        for stock options giving a right to
        purchase existing shares already held
        by the Company. And Rules: - that the
        time limit for this authorisation is
        fixed at thirty-eight months
        commencing on the date of this General
        Meeting, - that the total number of
        stock options for subscription to be
        allocated shall be limited to
        2,000,000, representing 1.40% of the
        equity capital, this authorisation
        fixing the amount of equity capital to
        be increased at Euros 4,000,000, -
        that the subscription price of the
        shares to be issued or the purchase
        price of existing shares is to be
        determined by the Managing Partners in
        accordance with current legal
        requirements in force on the date of
        said consent to the said stock
        options, it being understood that the
        said prices cannot be lower than the
        average of the first stock market
        prices quoted in the twenty Stock
        Exchange sessions prior to the
        relevant date of consent to the said
        stock options and rounded up to the
        nearest Euro, and that moreover, where
        share purchase options are so
        allocated, the relevant purchase price
        cannot be below 80% of the average
        stock market price of the



        shares held by the company, - that the
        said prices fixed by the Managing
        Partners for subscription for shares
        to be issued or purchased cannot be
        adjusted during the time limit for the
        stock options, except where under
        current applicable legal provisions
        adjustment is permitted as to
        subscription or sale prices or the
        number of shares in connection with
        any stock option to enable account to
        be taken of any negative impact any
        financial operations may have on the
        value of the shares consented to, -
        that the period for exercising stock
        option rights is limited to ten years
        commencing on the date of allocation.
        Stockholders are reminded that under
        the terms of Article L 225-178 of the
        French Commercial Code, the present
        authorisation shall entail the
        explicit waiver on their part, in
        favour of the stock optionees, of
        their preferential rights in respect
        of shares which shall be issued to the
        stock optionees in the exercise of
        their stock option rights, Hereby
        assigns to the Managing Partners, or
        to one of the Managing Partners, full
        authority for the issue of the said
        stock options, the definition of
        procedures for the issue thereof and
        for the specific determination of the
        following: - the procedures for
        consenting to the grant of stock
        options, - the definition of a list of
        stock optionees consented to and the
        number of stock options granted to
        each of them, - the fixing of the
        purchase price of the shares for
        subscription or purchase by way of
        stock option, in accordance with the
        above terms, - the procedures for
        adjusting the price and/or number of
        shares for subscription or purchase by
        way of stock option to take account of
        any financial operations having an
        impact on the value of the stock
        options consented to, - the setting of
        the procedures and time limits for
        exercising the stock options, - the
        power to suspend temporarily the
        exercise of stock options up to a
        maximum of three months to enable the
        financial operations in question to be
        carried



        out, - the fixing, where necessary, of
        a time limit in which the immediate
        resale of some or all of the shares
        acquired by way of stock option is
        prohibited, and which time limit shall
        not exceed three years from the date
        of the exercise of the stock options,
        - and, in general, the implementation
        of such measures as shall be necessary
        and appropriate to the implementation
        of the above authorisations and, in
        particular, to the definitive
        completion of the increase or
        successive increases in capital,
        specifically by way of the associated
        amendment of the Articles
E.13    Increase in capital reserved for                              Mgmt       No Action         *
        employees of the Company and of group
        member companies under the terms of
        Law no.2001-152 of February 19, 2001
        on save-as-you-earn schemes; The
        General Meeting, having heard the
        Managing Partners report, the special
        Auditors report and the report of the
        Supervisory Board, Having taken due
        note of the consent of each of the
        general partners, And ruling in
        accordance with the quorum and
        applicable conditions for a majority
        decision by an Extraordinary General
        Meeting, Hereby authorises the
        Managing Partners, or one of the
        Managing Partners, in accordance with
        the provisions of Articles L 443-1 and
        following of the Code of Labour and of
        Articles L 225-129 VI para. 2 and L
        225-138 IV of the French Commercial
        Code, to undertake an increase in
        capital, in one or more stages, by way
        of the issue of new shares which shall
        be reserved for the employees of the
        Company and of undertakings, whether
        French or foreign, which are
        associated with the Company within the
        meaning of the provisions of Article L
        225-180 of the French Commercial Code
        and who, in the case of employees in
        France, are members of a Group savings
        scheme. Hereby rules that: - the
        preferential subscription rights of
        stockholders to any shares which shall
        be issued under the terms of the
        present authorisation shall be
        cancelled in favour of the said
        employees, - the term of the present
        authorisation shall be fixed at five



        years with effect from the date of
        this General Meeting, - the maximum
        nominal amount of increases in capital
        to be undertaken under the terms of
        the present authorisation shall be
        fixed at Euros 2,867,000, or 1% of the
        current capital. And hereby assigns to
        the Managing Partners, or to one of
        the Managing Partners, full authority
        for the implementation of the present
        authorisation, specifically with
        regard to the following: - the
        definition of the list of French or
        foreign undertakings referred to
        above, whose employees are members of
        a savings scheme and who shall be
        entitled to participate in the
        increase in capital adopted by the
        present resolution, - the definition,
        within the limits for which the law
        provides, of conditions to be
        fulfilled by the said employees in
        order to qualify for participation in
        the said increase in capital, - the
        definition of the number of shares to
        be issued, which shall immediately be
        treated in the same way as other
        shares, and the definition of the
        issue price in accordance with the
        provisions of Article L 443-5 para 2
        of the Code of Labour, - the
        definition of time limits and
        procedures for the subscription and
        paying-up of the new shares, - and, in
        general, the implementation of such
        measures as shall be necessary and
        appropriate to the definitive
        completion of the increase or
        successive increases in capital,
        specifically by way of the associated
        amendment of the Articles of
        Association. The present authorisation
        shall supersede the resolution having
        the same object and adopted by the
        Mixed General Meeting
O.1     Approval of the corporate accounts                            Mgmt       No Action         *
        for 2003; The General Meeting, having
        heard the Managing Partners report,
        the Auditors report, and the report of
        the Supervisory Board, hereby approves
        the company accounts for 2003 and the
        profit recorded therein of EUR
        178,237,815.34. The General Meeting
        hereby approves the operations
        described in the above



        accounts and indicated in the above
        reports, specifically, and in so far
        as is necessary, those affecting the
        various reserve accounts.
O.10    Appointment of an additional Auditor;                         Mgmt       No Action         *
        The General Meeting, having the report
        of the Supervisory Board hereby
        appoints, for a term of 6 years to
        terminate after the closing of the
        General Meeting convened in 2010 to
        vote on the accounts for year 2009, to
        audit the accounts for the year 2009,
        Mr. Jacques ZAKS, 20 B, rue Boissiere
        - 75116 Paris, as Auditor in addition
        to Corevise.
O.11    Authorisation permitting the company                          Mgmt       No Action         *
        to transact its own shares on the
        Stock Market; The General Meeting,
        having heard the Managing Partners
        report, the report of the Supervisory
        Board, Hereby authorises the Company
        to transact in its own shares, in
        accordance with Article L 225-209 of
        the French Commercial Code and subject
        to the following conditions: - the
        maximum purchase price shall be at
        Euros 60, - the minimum selling price
        shall be at Euros 30, - the number of
        shares purchased shall not exceed 10%
        of the total number of equity shares,
        - the term of this authorisation shall
        be 18 months with effect from the
        present date. In case of an increase
        in capital by way of the incorporation
        of reserves and the allotment of free
        shares, or in case of the division or
        amalgamation of shares, the prices
        indicated above shall be adjusted by
        the application of a multiplier
        coefficient which shall be equal to
        the ratio between the number of equity
        shares before and after the operation
        concerned. Shares may be acquired at
        any time, on a single occasion or on a
        number of occasions, whether on the
        market, by private contract or by any
        other arrangement, by any applicable
        means and specifically by way of the
        transfer of blocks of shares, the
        purchase of options or the utilisation
        of products derived therefrom, for the
        following purposes: - the
        stabilisation of the Stock Market
        share price by means of systematic
        intervention to counter



        market trends, - the retention, sale,
        remittance by way of exchange or
        transfer of shares in lieu of payment,
        specifically for the purposes of
        financial operations such as expansion
        or on the occasion of the issue of
        stocks conferring direct or indirect
        access to capital, - remuneration in
        respect of shares acquired by way of a
        public exchange offer, - sale to
        persons at senior and executive
        management in the Company or Group
        member companies, and in connection
        with stock option purchases, -
        arbitration associated with the
        payment of dividends, - cancellation,
        whether in whole or in part, for the
        purposes of the optimum management of
        the capital and reserves of the
        Company and for the optimisation of
        net earnings per share. For the
        purposes indicated above, the General
        Meeting hereby assigns to the Managing
        Partners, or to one of the Managing
        Partners, full authority for the
        conclusion of contracts, the
        completion of declarations and
        formalities and, in general, the
        conduct of such measures as shall be
        necessary and appropriate to the
        implementation of decisions adopted
        under the present authorisation. This
        authorisation supersedes the
        resolution with the same object
        adopted by the Ordinary General
        Meeting held on May 16, 2003.
O.2     Allocation of profits for 2003; At                            Mgmt       No Action         *
        the proposal of the Managing Partners
        and with the approval of the
        Supervisory Board, The General
        meeting; In consideration of a profit
        for the year of EUR 178,237,815.34, In
        consideration of the transfer to the
        statutory reserve such that the latter
        shall represent one-tenth of the
        equity capital, namely EUR 318,859.00,
        In consideration of the statutory
        share of the general partners to the
        amount of EUR 3,288,621.83, And
        whereas the resulting balance of EUR
        174,630,334.51, Subject to the
        addition of profits brought forward of
        EUR 52,843,716.09, Represents a
        distributable sum of EUR
        227,474,050.60. Hereby rules as
        follows: I - To undertake the



        distribution of a total sum of EUR
        170,048,683.25 Which, after the
        allocation of EUR 36,698,750 for
        property tax, represents a dividend of
        EUR 0.93 per share with a tax credit
        of EUR 0.465, thereby generating total
        earnings per share of EUR 1.395 for
        those stockholders who benefit from
        the tax credits. The date of expiry
        for dividend entitlements shall be May
        18, 2004, upon which date shares shall
        be quoted net of their dividend
        entitlement for 2003. Since shares
        held by the Company upon the date of
        settlement of the dividend shall not
        be dividend-bearing, the amount
        corresponding to the dividend in
        respect of these shares and to the
        associated tax allocation shall be
        entered under the item Profits carried
        forward. Dividends paid out in the
        previous on shares, together with the
        corresponding tax credits, are
        summarized in the following table: II
        - To transfer the balance of EUR
        57,425,367.35 to the item Other
        reserves; Year 2000 / Dividends
        Distributed: EUR 107,772,698.40 /
        Dividend: EUR 0.80 with a tax credit
        of EUR 0.40 / Total earnings of EUR
        1.20; Year 2001 / Dividends
        Distributed: EUR 114,508,482.05 /
        Dividend: EUR 0.85 with a tax credit
        of EUR 0.43 / Total earnings: EUR
        1.28; Year 2002 / Dividends
        Distributed: EUR 131,867,238.90 /
        Dividend: EUR 0.93
O.3     Approval of the consolidated accounts                         Mgmt       No Action         *
        for 2003; The General Meeting, having
        heard the Management Partners report,
        the Auditors report, and the report of
        the Supervisory Board, hereby approves
        the consolidated accounts for 2003 and
        the profit of EUR 328,862,182.56
        recorded therein.
O.4     Regulated agreements; The General                             Mgmt       No Action         *
        Meeting having heard the special
        Auditors report on the agreements
        described in Article L 226-10 of the
        French Commercial Code, hereby
        approves the said report and duly
        records that there are no agreements
        of this type to be submitted for
        approval.



O.5     Renewal of the term of office of a                            Mgmt       No Action         *
        member of the Supervisory Board; The
        General Meeting, having heard the
        Managing Partners report and the
        report of the Supervisory Board,
        hereby re-elects Mr. Eric BOURDAIS de
        CHARBONNIERE to the Supervisory Board
        for a term of five years, the said
        term to expire at the General Meeting
        of 2009 for the adoption of the
        accounts for 2008
O.6     Renewal of the term of office of a                            Mgmt       No Action         *
        member of the Supervisory Board; The
        General Meeting, having heard the
        Managing Partners report and the
        report of the Supervisory Board,
        hereby re-elects Mr. Francois
        GRAPPOTTE to the Supervisory Board for
        a term of five years, the said term to
        expire at the General Meeting of 2009
        for the adoption of the accounts for
        2008.
O.7     Appointment of an Auditor; The                                Mgmt       No Action         *
        General Meeting, having heard the
        report of the Supervisory Board and
        noting that the term of appointment
        of the Auditor Mr. Dominique PAUL is
        nearing expiry, hereby appoints
        PricewaterhouseCoopers Audit, of 32,
        rue Guersant - 75017 Paris, to
        replace him for a term of 6 years to
        terminate at the closing of the
        General Meeting convened in 2010 to
O.8     Appointment of an additional Auditor;                         Mgmt       No Action         *
        The General Meeting, having the report
        of the Supervisory Board hereby
        appoints, for a term of 6 years to
        terminate after the closing of the
        General Meeting convened in 2010 to
        vote on the accounts for year 2009, to
        audit the accounts for the year 2009,
        Mr. Pierre COLL, 32, rue Guersant -
        75017 Paris, as Auditor in addition to
        PricewaterhouseCoopers
O.9     Appointment of an Auditor; The                                Mgmt       No Action         *
        General Meeting, having heard the
        report of the Supervisory Board and
        noting that the term of appointment
        of the Auditor Mr. Stephane MARIE is
        nearing expiry, hereby appoints
        Corevise, 20 B, rue Boissiere - 75116
        Paris to replace him for a term of 6
        years to terminate after the closing
        of the General Meeting convened in
        2010 to vote on the accounts for year



- -------------------------------------------------------------------------------------------------------
PEUGEOT SA                                                                    Agenda: 700509649
     CUSIP: F72313111                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: FR0000121501
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
E.8     Receive the Executive Committee                               Mgmt       No Action         *
        report and approve that the various
        delegations given to it at the
        present meeting shall be used in



        whole or in part within the
        regulations in force in a period of
        take-over bid or exchange bid on the
        Company s shares until the date of
        the general meeting ruling on the
        annual accounts of the Company; and
        the capital increase of a maximum
E.9     Authorize the Executive Committee to                          Mgmt       No Action         *
        grant to the benefit of the Members to
        be chosen by it, stock options
        granting the right to purchase the
        Company s shares within a limit of
        2,000,000 shares and to set the price
        of the said shares in accordance with
        the provisions of Articles 208-1 and
        208-3 of the law of 24 JUL 1966 French
        Company Act; Authority is valid until
        31 AUG 2005
O.1     Receive the Executive Committee                               Mgmt       No Action         *
        report and the general Auditors
        report and approve the accounts and
        the balance sheet for the FY 2003 and
        the profits for the FY EUR
O.2     Receive the consolidated accounts and                         Mgmt       No Action         *
        approve that the Executive Committee
        report for the Group is included in
        the Auditors report
O.3     Approve, following the proposal made                          Mgmt       No Action         *
        by the Executive Committee, the
        appropriation of the profits as
        follows: the raised distributable
        profit of the prior retained earnings
        is of EUR 479,368,444.19, rises with
        the sum of EUR 2,109,257,519.80;
        assignment of the distributable
        profit: shares: EUR 328,197,347.10;
        regulated reserves: EUR
        212,469,901.00; other reserves:
        EUR1,000,000,000.00; balance carried
        forward: EUR 568,590,271.70; and the
        shareholders will receive a net
        dividend of EUR 1.35 with a
        corresponding tax credit of EUR 0.675
        and this dividend will be paid on 02
        JUN 2004
O.4     Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions
O.5     Approve to renew the term of office                           Mgmt       No Action         *
        of Thierry Peugeot as a Member of
        Supervisory Board for a period of 6
        years
O.6     Approve, following the proposal made                          Mgmt       No Action         *
        by the Members of the Supervisory
        Board, to set an amount of EUR



        340,000.00, to be allocated to the
        Members of Supervisory Board as
        attendance fees
O.7     Authorize the Executive Committee to                          Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum
        purchase price: EUR 65.00, minimum
        selling price: EUR 40.00, maximum
        number of shares to be traded:
        24,000,000 shares;  Authority is
        given for a period of 18 months; and
        the present authorization cancels
        and replaces, for the period unused,
        the authorization given by the
        general meeting of 28 MAY 2003

- -------------------------------------------------------------------------------------------------------
PINAULT PRINTEMPS REDOUTE SA                                                  Agenda: 700494494
     CUSIP: F7269R105                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: FR0000121485
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either



        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
1.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003
10.     Approve to renew the term of office                           Mgmt       No Action         *
        of KPMG S.A. as the Statutory Auditor
        for 6 years
11.     Appoint Mr. Iean-Claude Andre Et                              Mgmt       No Action         *
        Autres as a Deputy Auditor for 6
12.     Authorize the Executive Board, in                             Mgmt       No Action         *
        replacement for any existing
        authority, to trade Company shares on
        the stock exchange, notably in view
        of adjusting their price per the
        following conditions maximum purchase
        price: EUR 200.00; minimum selling
        price: EUR 60.00; maximum number of
        shares to be acquired: 10% of the
        share capital; maximum amount to be
        used EUR 2,448,139,600.00;  Authority
        is valid 18 months
13.     Ratify the transfer of the head                               Mgmt       No Action         *
        office to 10 avenue Hoche Paris 8E
        and the corresponding modification in
        the Articles of Association
14.     Approve to delegate all powers to the                         Mgmt       No Action         *
        Executive Board, in replacement for
        any existing authority, to increase
        the share capital by issue of
        securities with preferential
        subscription right and incorporation
        of reserves in proportion to the
        securities issued, not exceeding the
        limits set hereafter: EUR
        200,000,000.00 for shares and
        securities, EUR 6,000,000,000.00 for
        debt securities; Authority is given
        for 26 months
15.     Approve to delegate all powers to the                         Mgmt       No Action         *
        Executive Board, in replacement for
        any existing authority, to increase
        the share capital by issue of
        securities without preferential



        subscription right, not exceeding the
        limits set hereafter: EUR
        200,000,000.00 for shares and
        securities, EUR 6,000,000,000.00 for
        debt securities such limits shall be
        included in the corresponding limits
        set in Resolution 14; approve that
        the securities issued may be used to
        remunerate other securities brought to
        the Company in the frame of a public
        offer initiated per Article L 225-48
        of the French Trade Code; Authority is
        given for 26 months
16.     Approve to delegate all powers to the                         Mgmt       No Action         *
        Executive Board to increase the share
        capital by issuing new shares and
        securities giving access to the share
        capital, not exceeding the limits
        below: EUR 50,000,000.00 for shares
        and securities, EUR 1,250,000,000.00
        for debt securities such limits shall
        be included in the corresponding
        limits set in Resolution 14; approve
        that these securities shall be granted
        to some beneficiaries to be chosen by
        the Executive Board; Authority is
        valid
17.     Approve to delegate all powers to the                         Mgmt       No Action         *
        Executive Board to increase the share
        capital in one or several times by a
        maximum nominal amount of EUR
        4,800,000.00, by issuing shares and
        securities reserved to the employees
        of the Group through an Enterprise
        Savings Plan; approve that the total
        number of shares subscribed shall not
        exceed 1,200,000; Authority is valid
        26 months
18.     Approve to grant all powers to the                            Mgmt       No Action         *
        bearer of a copy or an extract of the
        minutes of the present to accomplish
        all deposits and publications
        prescribed by law
2.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003
3.      Approve the special auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L 225-86 and following of
        the French Trade Code
4.      Approve the following appropriations:                         Mgmt       No Action         *
        profits for the FY EUR
        1,476,590,469.05; increased by prior
        retained earnings EUR 77,870,662.80;
        total to be distributed EUR
        1,554,461,131.85; legal reserve EUR



        5,000.00; special reserve on long-
        term capital gains EUR 847,415,611.66;
        global dividend EUR 293,776,752.00;
        balance carry forward EUR
        413,263,768.19; and approve that the
        shareholders will receive a net
        dividend of EUR 2.40 per share with
        corresponding tax credit, to be paid
        on 04 JUN 2004
5.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Patricia Barbizet as a Member
        of the Supervisory Board for 6 years
6.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Francois Henrot as a Member of
        the Supervisory Board for 6 years
7.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Rene Barbier De La Serre as a
        Member of the Supervisory Board for 6
        years
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Luca Cordero Di Montezemolo as
        a Member of the Supervisory Board for
        6 years
9.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Francois Pinault as a Member
        of the Supervisory Board for 6 years

- -------------------------------------------------------------------------------------------------------
PUBLICIS GROUPE SA                                                            Agenda: 700515692
     CUSIP: F7607Z165                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/8/2004            ISIN: FR0000130577
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the



        Global Custodian will sign the Proxy
        Card and forward to the local
        custodian. If you are unsure whether
        your Global Custodian acts as
        Registered Intermediary, please
        contact ADP. Trades/Vote Instructions:
        Since France maintains a Verification
        Period, for vote instructions
        submitted that have a trade transacted
        (sell) for either the full security
        position or a partial amount after the
        vote instruction has been submitted to
        ADP and the Global Custodian advises
        ADP of the position change via the
        account position collection process,
        ADP has a process in effect which will
        advise the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
E.16    Authorize the Executive Board to                              Mgmt       No Action         *
        cancel shares repurchase as per the
        Resolution 15 and reduce the share
        capital accordingly the shares
        cancelled shall not exceed 10 % of
        the share capital over a 24 month
E.17    Authorize the Executive Board with                            Mgmt       No Action         *
        pursuant to Resolution 1 of EGM of 29
        AUG 2000 to increase the share capital
        in relation with the Saatchi and
        Saatchi Shares; approve the renewal of
        the delegation given to Executive
        Board as per Resolution 12 of the EGM
        of 18 JUN 2002 to remunerate the
        holders of new Saatchi and Saatchi
        Shares in relation to same public
        exchange offer; grant all powers to
        the Executive Board to increase the
        share capital in order to remunerate
        the share holders who bring other new
        Saatchi and Saatchi Shares not
        exceeding 43,545 Publicis Group Sa
        shares and 2 years starting from 28
        AUG 2004
E.18    Grant powers to the Executive Board                           Mgmt       No Action         *
        to increase the share capital by a
        maximum nominal amount of EUR
        40,000,000.00 by issuing: (a) new
        shares to be subscribed in cash or by
        debt compensation, or as remuneration
        for the other shares in accordance
        with Article L.225-148 of



        the French code; (b) other securities
        including debt securities not
        exceeding EUR 900,000,000.00; existing
        shareholders may subscribe in priority
        in proportion to the number of shares
        they already own which valid up to 26
        months
E.19    Grant powers to the Executive Board                           Mgmt       No Action         *
        to increase the share capital by a
        maximum nominal amount of EUR
        40,000,000.00 by issuing: (a) new
        shares to be subscribed in cash or by
        debt compensation, or as remuneration
        for the other shares in accordance
        with Article L 225-148 of the French
        code; (b) other securities including
        debt securities not exceeding EUR
        900,000,000.00 and the securities
        issued shall be subscribed without
        preferential subscription right within
        the respective limit set forth in
        Resolution 18 and the delegation is
        given for 24 months
E.20    Grant powers to the Executive Board                           Mgmt       No Action         *
        to increase the share capital by a
        maximum nominal amount of EUR
        40,000,000.00 by issuing: (a) new
        shares to be subscribed in cash or by
        debt compensation, or as remuneration
        for the other shares in accordance
        with Article L 225-148 of the French
        code;(b) other securities including
        debt securities not exceeding EUR
        900,000,000.00 and the securities
        issued shall be reserved to the
        qualified investors to be listed by
        the Executive Board within the limits
        fixed for Resolution 18 and 19 above
        and the delegation is given for 24
        months
E.21    Approve the Resolutions 18, 19 and 20                         Mgmt       No Action         *
        may be used in a period of takeover
        bid or exchange bid on the Company
        shares
O.1     Receive the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003 and approve the
        profits up to EUR 25,677,235.00 for
        the FY
O.10    Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mrs. Monique Bercault as a
        Member of the Supervisory Board for 6
        years
O.11    Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mr. Michel Cicurel as a
        Member of the Supervisory Board for 6
        years



O.12    Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mr. Amaury Daniel De Seze
        as a Member of the Supervisory Board
        for 6 years
O.13    Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mr. Gerard Worms as a
        Member of the Supervisory Board for 6
O.14    Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mr. Patrick De Cambourg as
        a Member of the Supervisory Board for
        6 years
O.15    Authorize the Executive Board to                              Mgmt       No Action         *
        repurchase Company shares as
        following conditions: maximum
        purchase price: EUR 60.00, minimum
        selling price: 14.00; maximum amount
        to be used EUR 390,000,000.00 and
        authorization is valid up to 18
        months and replaces Resolution 8 of
        Combined Meeting as on 15 MAY 2003
O.2     Receive the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003 and approve the
        consolidated profits up to EUR
        174,059,000.00 and the group share up
        to 150,371,000.00
O.3     Approve the appropriation of profits                          Mgmt       No Action         *
        by Executive Board as follows: profits
        for the FY: EUR 25,677,235; legal
        reserve: EUR 1,283,862.00; balance to
        appropriate EUR 24,393,373.00; prior
        retained earnings: EUR 1,389,590.00
        plus amount deducted from issue merger
        premium EUR 25,023,390.00; global
        dividend: EUR 50,806,353.00; and the
        shareholders will receive a net
        dividend of EUR 0.26 with a
        corresponding tax credit of EUR 0.13;
        this dividend will be paid on 05 JUL
        2004; dividends paid for the past 3
        FYs: EUR 0.20 with a tax credit 0.10
        in year 2000; EUR 0.22 with a tax
        credit 0.11 in year 2001; EUR 0.24
O.4     Grant discharge to the Executive                              Mgmt       No Action         *
        Board for the completion of its
        assignments during the past FY
O.5     Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board for the completion of its
        assignments during the past FY
O.6     Approve to allocate EUR 3,500.00 to                           Mgmt       No Action         *
        each Supervisory Board and EUR
        4,000.00 to each Member of the
        Auditing Committee and each Member of



        the Remuneration Committee for each
        meeting attended by them
O.7     Approve each and all regulated                                Mgmt       No Action         *
        agreements mentioned in the special
        Auditors report
O.8     Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mrs. Sophie Dulac as a
        Member of the Supervisory Board for 6
        years
O.9     Approve the renewal of the term of                            Mgmt       No Action         *
        office of Mrs. Helene Ploix as a
        Member of the Supervisory Board for 6
        years

- -------------------------------------------------------------------------------------------------------
RENAULT SA                                                                    Agenda: 700477967
     CUSIP: F77098105                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: FR0000131906
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP



        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
1.      Receive the Board of Directors report                         Mgmt       No Action         *
        and the general Auditors report, and
        approve the consolidated accounts
        for the FY 2003, consolidated
        profits: EUR 2,480,000,000.00
10.     Grant permanent discharge to Mr.                              Mgmt       No Action         *
        Yoshikazu Hanawa for the completion of
        his assignment during the FY 2003
11.     Grant permanent discharge to Mr.                              Mgmt       No Action         *
        Bruno Bezard for the completion of his
        assignment during the FY 2003
12.     Grant permanent discharge to Mrs.                             Mgmt       No Action         *
        Jeanne Seyvet for the completion of
        her assignment during the FY 2003
13.     Acknowledge the special report of the                         Mgmt       No Action         *
        Auditors regarding the remuneration of
        equity loans
14.     Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the combined
        meeting of 29 APR 2003, to trade the
        Company shares on the stock exchange,
        notably in view of adjusting their
        price as per the following
        conditions: maximum purchase price:
        EUR 85.00; minimum selling price: EUR
        25.00; maximum number of shares to
        be acquired: 10% of the share
        capital;  Authority expires at the
        end of 18 months
15.     Authorize the Board, in substitution                          Mgmt       No Action         *
        for any existing authority of
        combined meeting of 29 APR 2003, to
        proceed, in France or abroad, with a
        issue of bonds, up to a nominal
        amount of EUR 4,000,000,000.00, this
        present delegation is valid till the
        general meeting called to deliberate
        on the 2004 accounts
16.     Authorize the Board, to cancel shares                         Mgmt       No Action         *
        acquired per Resolution 14 as
        specified or any resolution in
        replacement of said resolution, not
        exceeding 10% of the share capital
        over a 24 month period, to reduce the



        share capital and modify the Articles
        of Association accordingly
17.     Acknowledge that the securities issue                         Mgmt       No Action         *
        as stipulated in Resolution 22 of the
        CGM of 29 APR 2003 is not completed
        and decides to maintain the conditions
        of such issue and the related powers
        granted to the Board
18.     Amend the Article of Association                              Mgmt       No Action         *
        number 10-1-A, with a view to
        increase the number of Directors,
        namely a minimum of 3 and a maximum
        of 14, individuals or moral entities,
        moral entities shall appoint a
        permanent representative with the
        same obligations and the same
        responsibilities as an individual
19.     Amend the Article of Association                              Mgmt       No Action         *
        number 9
2.      Receive the Board of Directors report                         Mgmt       No Action         *
        and the general Auditors report, and
        approve the accounts and the balance
        sheet for the FY 2003, profits for
        the FY: EUR 770,933,122.78; and grant
        permanent discharge to the Board of
        Directors for the completion of its
        assignment for said FY
20.     Appoint Mr. Charles De Croisset as a                          Mgmt       No Action         *
        Director for 4 years
21.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
3.      Approve the following appropriations                          Mgmt       No Action         *
        as follows: profits for the FY: EUR
        770,933,122.78; added to prior
        retained earnings: EUR
        5,978,108,817.52; distributable
        amount: EUR 6,749,041,940.30; global
        dividend: EUR 398,911,965.20; balance
        carry forward: EUR 6,350,129,975.10;
        net dividend per share: EUR 1.40, with
        EUR 0.70 tax credit for shareholders
        ruled by Article 146-2 of the French
        Tax Code and EUR 0.21 for others
4.      Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-38 of the French
        Commercial Law
5.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Francois De Combret as a
        Director for 4 years



6.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Bernard Larrouturou as a
        Director for 4 years
7.      Ratify the appointment of Mr. Jean-                           Mgmt       No Action         *
        Louis Girodolle as a Director
        representing the French Government in
        replacement of Mr. Bruno Bezard, for
        the uneffected part of his term
8.      Ratify the appointment of Mr. Itaru                           Mgmt       No Action         *
        Koeda as a Director representing in
        replacement of Mr. Yoshikazu Hanawa,
        for the uneffected part of his term
9.      Ratify the appointment of Mr.                                 Mgmt       No Action         *
        Francois Pinault as a Director in
        replacement of Mrs. Jeanne Seyvet,
        for the uneffected part of her term

- -------------------------------------------------------------------------------------------------------
CIE DE SAINT-GOBAIN SA, COURBEVOIE                                            Agenda: 700458400
     CUSIP: F80343100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/10/2004           ISIN: FR0000125007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote



        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
E.2     Grant all power to the Executive                              Mgmt       No Action         *
        Committee to increase the share
        capital reserved to the Employees,
        the Members of the Company Savings
        Plan, for a maximum nominal amount of
        EUR 150,000.00;   Authority expires
        at the end of 15 months
O.1     Receive the Executive Committee                               Mgmt       No Action         *
        report and approve to increase the
        share capital by an amount of EUR
        1,120,901.00, is of EUR 11,209,010.00
        included share premium to carry it
        of EUR 4,483,605.50 to EUR
        5,604,506.50 by issuing new shares of
        a par value of EUR 0.50 each
O.3     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed

- -------------------------------------------------------------------------------------------------------
SODEXHO ALLIANCE SA, MONTIGNY-LE-BRETONNEUX                                   Agenda: 700446405
     CUSIP: F84941123                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 2/3/2004            ISIN: FR0000121220
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to



        the Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
E.13    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the Company capital on its
        sole decision for a maximum nominal
        amount of EUR 63,000,000 by way of
        issuing shares by cash or by
        compensation of debt securities, or
        by way of incorporating into the
        capital all or a part of the
        reserves, profits or share premiums,
        to be carried out by the distribution
        of free shares or by the increase in
        the par value of the existing
        shares, and this delegation is given
        for a period of 26 months
E.14    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the Company capital on its
        sole decision for a maximum nominal
        amount of EUR 63,000,000 by way of
        issuing shares by cash or by
        compensation of debt securities, or
        by way of incorporating into the
        capital all or a part of the
        reserves, profits or share premiums,
        to be carried out by the distribution
        of free shares or by the increase in
        the par value of the existing
        shares, and this delegation is given
        for a period of 26 months



E.15    Authorize the Board of Directors to                           Mgmt       No Action         *
        grant to the benefit of members to be
        chosen by it, stock options granting
        the right to purchase the Company s
        shares within a limit of 3 pct du
        capital shares of a par value of xxx
        each, and to set the price of the said
        shares in accordance with the
        provisions of Articles 208-1 and 208-
        3 of the law of 24 JUL 1966 (French
        Company Act), and this authorization
        is given for a period of 38 months
E.17    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the Company capital on its
        sole decision for a maximum nominal
        amount of EUR 40,000,000 by way of
        issuing shares by cash or by
        compensation of debt securities, or
        by way of incorporating into the
        capital all or a part of the
        reserves, profits or share premiums,
        to be carried out by the distribution
        of free shares or by the increase in
        the par value of the existing
        shares, and this delegation is given
        for a period of 5 years
O.1     Receive the Board of Directors and                            Mgmt       No Action         *
        the Statutory Auditors reports
O.10    Renew the term of office of Mrs.                              Mgmt       No Action         *
        Nathalie Szabo as Director for a
        period of 3 years
O.11    Approve to set the Directors fees at                          Mgmt       No Action         *
        300,000 for the FY 2003/2004
O.12    Authorize to issue a loan of bonds                            Mgmt       No Action         *
        for a maximum of EUR 1,200,000,000
O.16.   Approve to increase the share capital                         Mgmt       No Action         *
        on behalf of the employees under the
        conditions defined in Article L.225-
        138 of the Commercial Law and
        Articlel.443-5 of the Employment Law
O.18    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.2     Approve the annual accounts for the                           Mgmt       No Action         *
        FY 2002/2003
O.3     Approve the allocation of the results                         Mgmt       No Action         *
O.4     Authorize the Board to trade the                              Mgmt       No Action         *
        Company s shares on the stock
        exchange, notably in view of
        adjusting their price as per the
        following conditions : maximum



        purchase price : EUR 40 maximum
        number of shares to be traded :
        15,902
O.5     Renew the term of office of Mr.                               Mgmt       No Action         *
        Pierre Bellon as Director for a
        period of 3 years
O.6     Renew the term of office of Mr. Remi                          Mgmt       No Action         *
        Baudin as Director for a period of 3
        years
O.7     Renew the term of office of Mr.                               Mgmt       No Action         *
        Astrid Bellon as Director for a
        period of 3 years
O.8     Renew the term of office of Mr.                               Mgmt       No Action         *
        Francois Xavier Bellon as Director
        for a period of 3 years
O.9     Renew the term of office of Mrs.                              Mgmt       No Action         *
        Sophie Clamens as Director for a
        period of 3 years

- -------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SA                                                         Agenda: 700492856
     CUSIP: F86921107                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: FR0000121972
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote



        instructions submitted that have a
        trade transacted (sell) for either the
        full security position or a partial
        amount after the vote instruction has
        been submitted to ADP and the Global
        Custodian advises ADP of the position
        change via the account position
        collection process, ADP has a process
        in effect which will advise the Global
        Custodian of the new account position
        available for voting. This will ensure
        that the local custodian is instructed
        to amend the vote instruction and
        release the shares for settlement of
        the sale transaction.
E.17    Amend the Articles of Association                             Mgmt       No Action         *
        Number 11
E.18    Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed, with the issue of shares and
        other securities giving access to the
        issue of shares and other securities
        giving access to the Company share
        capital, reserved to the members of an
        enterprise savings plan for a maximum
        nominal amount of 5% Authority expires
        at the end of 5 years the preferential
        subscription right of shareholders is
        cancelled in favor of the
        beneficiaries and the Boards to charge
        all fees, rights and expenses
        resulting from the capital increase to
        all premiums resulting from such
        capital increase, and to appropriate
        from this amount such sums as are
        required to bring the legal reserve to
        tenth of the new share capital after
        each increase
E.19    Authorize the Board of Directors, to                          Mgmt       No Action         *
        grant, in one or several stages, to
        beneficiaries to be chosen by it.
        Stock options granting the right to
        subscribe to Schneider Electric S.A.
        the maximum number of stock options,
        giving right to subscribe or the
        purchase shares, will not be superior
        to 3% of the share capital; Authority
        expires at the end of 38 months; and
        authorize the Executive Committee to
        take all necessary measures and
        accomplish all formalities necessary
        to carry-out the capital increase
E.20    Authorize the Board of Directors to                           Mgmt       No Action         *
        decrease the share capital by
        canceling the shares held by the



        Company in connection with a stock
        repurchase plan, within a limit of
        10% over a 24 months period and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all formalities
E.21    Approve that the general meeting                              Mgmt       No Action         *
        decides that in period of take over
        or exchange, the Board of Directors
        will be allowed to utilize the
        delegations granted to it to increase
        the share capital, only if the share
        said increase is assigned to allow
        the realization of adjourning
        projects presented
E.22    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
O.1     Receive the Directors and the                                 Mgmt       No Action         *
        Supervisory Auditors reports relating
        to the financial statements for the
        YE 31 DEC 2003
O.10    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Willy Kissling as a
        Director for a period of 4 years
O.11    Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Piero Sierra as a Director
        for a period of 4 years
O.12    Approve to renew the term of office                           Mgmt       No Action         *
        of Barbier Frinault Et Autres Ernst
        And Young as the Statutory Auditors
        period of 6 FY
O.13    Appoint M. Philippe Diu as the Deputy                         Mgmt       No Action         *
        Auditor of Barbier Frinault Et
        Autres for a period of 6 FY
O.14    Appoint Mazars and Guerard as the                             Mgmt       No Action         *
        Statutory Auditor for a period of 6
O.15    Appoint M. Charles Vincensini as a                            Mgmt       No Action         *
        Deputy Auditor for a period of 6 FY
O.16    Authorize the Board, to trade the                             Mgmt       No Action         *
        Company s shares on the stock
        exchange in view of adjusting their
        price as per the following
        conditions: maximum purchase price:
        EUR 80.00; minimum selling price: EUR
        40.00; and, maximum number of shares
        to be traded: 10%;  Authority
        expires at the end of 18 months
O.2     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report



O.3     Approve the Special Auditor s report,                         Mgmt       No Action         *
        in accordance with the provisions of
        Article L.225-40 French Company Act,
        upon the agreements concerned by
        the Article L225-38 of the Law
O.4     Approve the integration into the                              Mgmt       No Action         *
        account balance carried forward of:
        balance carried forward of: the part
        of the withholding tax repaid by the
        public revenue department, I.E.EUR
        23,105,796.39, the dividend, accruing
        to the self holding shares, non
        paid, I.E. EUR 6,459,705.00; the
        balance carried forward to EUR
        29,565,501.39 it decides to allocate
        the distributable profit the fiscal
        year profit of EUR474,732,413.08 plus
        the so brought balance carried
        forward which amounts to EUR
        504,297,914.47, as follows: global
        dividend: EUR 255,026,387.00;
        withholding tax: EUR 93,331,322.00;
        balance carried forward: EUR
        504,297,914.47; and the shareholders
        will receive a net dividend of EUR
        1.10, with a corresponding tax credit
O.5     Appoint Mr. Caisse Des Depots Et                              Mgmt       No Action         *
        Consignations as Director for a
        period of 4 years
O.6     Appoint Mr. M. Chris C. Richardson as                         Mgmt       No Action         *
        Director for a period of 4 years
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Alain Burq as a Director
        for a period of 4 years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Alain Bouton as a Director
        for a period of 4 years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Thierry Breton as a
        Director for a period of 4 years

- -------------------------------------------------------------------------------------------------------
SUEZ, NANTERRE                                                                Agenda: 700488011
     CUSIP: F90131115                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: FR0000120529
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting



        date. French Resident Shareowners must
        complete, sign and forward the Proxy
        Card directly to the sub custodian.
        Please contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
E.13    Grant discharge the authorization                             Mgmt       No Action         *
        granted by the Combined General
        Meeting dated 26 APR 2002; authorize
        the Board of Directors to proceed in
        France or abroad with the issue of by
        issuing shares, warrants and or
        securities, and or by incorporating
        premiums, reserves, profits or others
        for a EUR 700,000,000.00 capital
        increase EUR 5,000,000,000.00 debt
        securities; approve to the
        shareholders preferential right of
        subscription authorization is given
        for a period of 26 months; authorize
        the Board of Directors to charge all
        fees, rights and expenses resulting
        from the capital increase to all
        premiums resulting from such capital
        increase and to appropriate from this



        amount such sums as are required to
        bring the legal reserve to tenth of
        new share capital after each increase;
        authorize the Board of Directors to
        take all necessary measures
E.14    Grant discharge the authorization                             Mgmt       No Action         *
        granted by the Combined General
        Meeting dated 26 APR 2002; authorize
        the Board of Directors to proceed in
        France or abroad with the issue of by
        issuing shares, warrants and or
        warrants with Suez equity or other
        securities for a maximum nominal
        amount of EUR 700,000,000.00 capital
        increase EUR 5,000,000,000.00 debt
        securities; approve to the
        shareholders preferential right of
        subscription authorization is given
        for a period of 26 months; authorize
        the Board of Directors to charge all
        fees, rights and expenses resulting
        from the capital increase to all
        premiums resulting from such capital
        increase and to appropriate from this
        amount such sums as are required to
        bring the legal reserve to tenth of
        new share capital after each increase;
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary
E.15    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital by
        canceling the shares held by the
        Company in connection with a stock
        repurchase plan, within a limit of 10%
        of the share capital over a 24 months
        period it cancels and replaces the one
        granted by the Combined General
        Meeting dated 25 APR 2003; authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
E.16    Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital by
        canceling the shares held by the
        Company in connection with a stock
        repurchase plan, within a limit of 10%
        of the share capital over a 24 months
        period it cancels and replaces the one
        granted by the Combined General
        Meeting dated 25 APR 2003; authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities



E.17    Authorize to increase the capital                             Mgmt       No Action         *
        with the cancellation of preferential
        subcription right in favor of Spring
        Multiple 2004 SCA
E.18    Authorize the board of Directors to                           Mgmt       No Action         *
        grant stock options and options to
        subscribe for sares resercfor ed for
        employees with cancellation of
        preferential subscription right
E.19    Powers and formalities                                        Mgmt       No Action         *
O.1     Receive the Board of Directors                                Mgmt       No Action         *
        report, and the General Auditors
        report, and approve the accounts and
        the balance sheet for the 2002 FY
O.10    Appoint Mr. M. Rene Carron as a                               Mgmt       No Action         *
        Director for a period of 4 years
O.11    Appoint Mr. M. Thierry De Rudder as a                         Mgmt       No Action         *
        Director for a period of 4 years
O.12    Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions; maximum purchase
        price: EUR 36.00; minimum selling
        price: EUR 12.00; maximum number of
        shares to be traded: 10% of the share
        capital authorization is given for a
        period of 18 months, it cancels and
        replaces for the unused period the one
        granted by the Combined General
        Meeting dated 25 APR 2003; authorize
        the Board of Directors to take all
        necessary measures
O.2     Acknowledge that the net loss of the                          Mgmt       No Action         *
        FY amounts to EUR 1,847,968,412.98
O.3     Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L.225.38 and L.225.86 of
        the French Commercial Law
O.4     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
O.5     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Gerhard Cromme as a
        Director for 4 years
O.6     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Etienne Davignon as a
        Director for 4 years
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Albert Frere as a Director
        for 4 years



O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. M. Jean Peyrelevade as a
        Director for 4 years
O.9     Appoint Mr. M. Edmond Alphandery as a                         Mgmt       No Action         *
        Director for a period of 4 years

- -------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS                                          Agenda: 700477424
     CUSIP: F90676101                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: FR0000131708
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and



        release the shares for settlement of
        the sale transaction.
E.12    Approve to overhaul the Articles of                           Mgmt       No Action         *
        Association in order to harmonize
        them with the legal provisions in
O.1     Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FYE on 31 DEC 2003, as
        presented to it
O.10    Appoint M. Yves Nicolas as the Deputy                         Mgmt       No Action         *
        Auditor for a period of 6 years
O.11    Authorize the Board of Directors to                           Mgmt       No Action         *
        trade the Company s shares on the
        stock exchange, notably in view of
        adjusting their price as per the
        following conditions: maximum purchase
        price: EUR 150.00, minimum selling
        price: EUR 75.00; maximum number of
        shares to be traded: 10% of the share
        capital; Authority is given for a
        period of 18 months; authorize the
        Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
O.13    Approve the shareholding plan in                              Mgmt       No Action         *
        favor of the employees of the
        American Companies of the Group
        within the context of the capital
O.14    Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors to proceed, in
        France or abroad, with the issue of
        shares or securities for a maximum
        nominal amount of EUR 37,500,000.00;
        Authority is given till 11 JUN 2005;
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities
O.15    Authorize the Board of Directors to                           Mgmt       No Action         *
        use the authorizations granted by the
        Resolutions 4,5,6 at the combined
        general meeting of 11 JUL 2003 as well
        as the Resolution 14 of the present
        meeting, in a period of take- over or
        exchanged bid upon the securities of
        the Company; Authority is valid till
        the issue of the general meeting
O.16    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.2     Approve the profits for FY: EUR                               Mgmt       No Action         *
        8,298,133.22; the legal reserve: 10%
        of the share capital



O.3     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented, and that the
        Board of Directors report for the
        Group is included in the Board of
        Directors report
O.4     Approve the Auditors special report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article L. 225-38 and following the
        French Commercial Law
O.5     Grant permanent discharge to the                              Mgmt       No Action         *
        Members of the Supervisory Board and
        to the Directors for the completion
        of their assignment for the current
O.6     Grant to the Board of Directors fees                          Mgmt       No Action         *
        in remuneration for their services for
        an amount of EUR 250,000.00 which
        shall remain until further notice is
        given by the shareholders general
        meeting; the Board of Directors shall
        bear the right to distribute this
        amount as it sees fit among its
        Members; the present resolution
        cancels the authorization given to the
        Board of Directors by the combined
        general meeting dated 11 APR 2003 in
        its Resolution 19
O.7     Approve to renew the terms of office                          Mgmt       No Action         *
        of the cabinet Barbier, Frinault Et
        Autres as the Statutory Auditors for
        a period of 6 years
O.8     Appoint the Cabinet                                           Mgmt       No Action         *
        PricewaterhouseCoopers Audit as the
        Statutory Auditor
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Frinault Et Autres as a Deputy
        Auditor for a period of 6 years

- -------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS                                          Agenda: 700383526
     CUSIP: F90676101                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 7/11/2003           ISIN: FR0000131708
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact



        your Client Service Representative to
        obtain the necessary card, account
        details and directions. The following
        applies to Non-Resident Shareowners:
        Proxy Cards: ADP will forward voting
        instructions to the Global Custodians
        that have become Registered
        Intermediaries, on ADP Vote Deadline
        Date. In capacity as Registered
        Intermediary, the Global Custodian
        will sign the Proxy Card and forward
        to the local custodian. If you are
        unsure whether your Global Custodian
        acts as Registered Intermediary,
        please contact ADP. Trades/Vote
        Instructions: Since France maintains a
        Verification Period, for vote
        instructions submitted that have a
        trade transacted (sell) for either the
        full security position or a partial
        amount after the vote instruction has
        been submitted to ADP and the Global
        Custodian advises ADP of the position
        change via the account position
        collection process, ADP has a process
        in effect which will advise the Global
        Custodian of the new account position
        available for voting. This will ensure
        that the local custodian is instructed
        to amend the vote instruction and
        release the shares for settlement of
        the sale transaction.
E.6     Approve to delegate all powers to the                         Mgmt       No Action         *
        Board of Directors, in substitution of
        any existing authority to proceed, in
        France or abroad, with the issue of
        shares or other securities reserved to
        employees members of an Enterprise
        Savings Plan for a maximum nominal
        amount of 3% of the share capital;
        Authority expires at the end of 26
        months it cancels and replaces, for
        the period unused, the delegation
        given in resolution number 3 at the
        Combined General Meeting of 11 APR
        2003; approve to delegate all powers
        to the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities; and approve to
        delegate all powers to the Board of
        Directors to charge all fees, rights
        and expenses resulting from the
        capital increase to all premiums
        resulting from such capital increase,
        and to appropriate



        from this amount such sums as are
        required to bring the legal reserve to
        tenth of the new share capital
O.1     Acknowledge the amalgamation merger                           Mgmt       No Action         *
        project of Coflexip by Technip
        Coflexip dated 28 MAY 2003,under which
        it is stated that the company shall
        contribute the total of its assets,
        with the corresponding taking-over of
        all its liabilities; and approve the
        merger project, not to issue the
        Technip Coflexip shares corresponding
        to the 18,566,634 Coflexip shares held
        by Technip Coflexip and to the 34,416
        shares of treasury stock held by
        Coflexip, to increase the share
        capital by EUR 1,007,512.60 in order
        to increase it from EUR 71,394,412.20
        its amount on 31 MAR 2003 to EUR
        72,401,924.80 with the allocation of
        330,332 new fully paid up shares,
        these new shares will be distributed
        with a ratio of exchange of 9 Technip
        Coflexip shares against 8 Coflexip
        shares
O.10    Grants all powers to the bearer of a                          Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law



O.2     Approve the global amount of the                              Mgmt       No Action         *
        premium of gross merger before
        allocation which amounts to EUR
        48,540,698.40 and notes that the
        amount of the merger premium will be
        brought from EUR 2,086,660.10 to EUR
        50,627,358.50, the merger premium will
        be registered on the liabilities of
        the Technip Coflexip balance
O.3     Approve that the shares obtained by                           Mgmt       No Action         *
        exercising options to purchase shares,
        arising after the merger, will be
        Technip Coflexip shares instead of
        Coflexip shares, the shares issued by
        exercising options granting the right
        to subscribe shares, arising after the
        merger, will be Technip Coflexip
        shares instead of Coflexip shares,
        authorize the Board of Directors to
        proceed to the corresponding capital
        increases Article L.225.178, French
        Commercial Law; and grant all powers
        to Board of Directors to realize the
        present
O.4     Approve the previous resolutions, to                          Mgmt       No Action         *
        increase the capital be realized, and
        that consequently, the amalgamation
        merger of Coflexip shall be final and
        that said Company to be dissolved
        without liquidation at the closing of
        the present meeting
O.5     Amend the Articles of Association                             Mgmt       No Action         *
        Numbers 2 and 6
O.7     Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the share capital by issuing
        new shares reserved to the Credit
        Agricole Indosuez the beneficiary),
        these capital increases will have to
        be realized within 2 years, the amount
        of the capital increase (or increases)
        reserved to the beneficiary will be
        equal to the total amount of the
        employees applications of the leverage
        formula Foreign Companies; approve to
        cancel the preferential of
        Subscription in favor of the said
        beneficiary; approve to delegate all
        powers to the Board of Directors to
        take all necessary measures and
        accomplish all formalities necessary
        to carry out the capital increase
        which has been adopted; approve to
        delegate to the Board of Directors all
        powers to charge all fees, rights and
        expenses resulting from the capital
        increase



        to all premiums resulting from such
        capital increase, and to appropriate
        from this amount such sums as are
        required to bring the legal reserve to
        tenth of the new share capital
O.8     Authorize the Board of Directors to                           Mgmt       No Action         *
        carry out all the formalities with
        the concerned administrations and
        sign all documents
O.9     Ratify the co-optation of Mr. Olivier                         Mgmt       No Action         *
        Appert in replacement of Mr. Claude
        Mandil as a Director till the OGM
        which will deliberate upon the
        accounts of the FY 2006

- -------------------------------------------------------------------------------------------------------
THALES                                                                        Agenda: 700489455
     CUSIP: F9156M108                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: FR0000121329
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP



        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
1.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003, net consolidated profits
        Group share: EUR
10.     Approve the proposal of the civil                             Mgmt       No Action         *
        sector of the shareholders agreement,
        and appoint Mr. Denis Samuel-
        Lajeunesse as a Director for 6 years
11.     Approve the proposal of the civil                             Mgmt       No Action         *
        sector of the shareholders agreement
        and subject to the adoption of
        resolution 20, and renews the tenure
        of Mr. TSA as a Director for 2 years
12.     Approve the proposal of the                                   Mgmt       No Action         *
        industrial partner of the
        shareholders agreement and subject to
        the adoption of resolution 20, and
        renews the tenure of Mr. Jean-Paul
        Barth as a Director for 2 years
13.     Approve the proposal of the                                   Mgmt       No Action         *
        industrial partner of the
        shareholders agreement and subject to
        the adoption of resolution 20, and
        renews the tenure of Mr. Serge
        Dassault as a Director for 4 years
14.     Approve the proposal of the                                   Mgmt       No Action         *
        industrial partner of the
        shareholders agreement and subject to
        the adoption of resolution 20, and
        renews the tenure of Mr. Serge
        Tchuruk as a director for 4 years
15.     Appoint Mr. Charles De Croisset as a                          Mgmt       No Action         *
        Director for 6 years, and outside
        party in the shareholders agreement
16.     Approve the term of office of Mr.                             Mgmt       No Action         *
        Roger Freeman as a Director for 2
        years and outside party in the
        shareholders agreement
17.     Approve the term of office of Mr.                             Mgmt       No Action         *
        Klaus Naumann as a Director for 2
        years and outside party in the
        shareholders agreement
18.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Henri Proglio as a Director



        for 6 years and outside party in the
        shareholders agreement
19.     Authorize the Board to trade Company                          Mgmt       No Action         *
        shares on the stock exchange, notably
        in view of adjusting their price per
        the following conditions: maximum
        purchase price: EUR 45.00 minimum
        selling price: as stipulated by law
        maximum number of shares to be traded:
        10% of the share capital maximum
        amount to be used EUR 773,389,305.00
        authority expires at end of 18 months;
        and it supersedes similar
        authorization given by general meeting
        on 15 MAY 2003
2.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003, and the amount
        of non deductible charges; net profits
        for the FY EUR 315,900,000.00
20.     Approve to put an exception to                                Mgmt       No Action         *
        Article of Association 10: of the 12
        Directors of the Board, 4 are
        appointed or renewed for 2 years, 4
        for 4 years, and 4 for 6 years
21.     Approve to reduce from 3 to 2 the                             Mgmt       No Action         *
        number of Directors elected by the
        personnel Article of Association 10
        is modified accordingly
22.     Approve to set threshold trespassing                          Mgmt       No Action         *
        at 1 pct of voting rights and approve
        that it shall be notified as is
        stipulated by law for legal threshold
        trespassings
23.     Amend Article 17 of Articles of                               Mgmt       No Action         *
        Association
24.     Authorize the Board to grant options                          Mgmt       No Action         *
        to buy existing shares to certain
        categories of employees and Company
        representatives; the total number of
        shares acquired shall not exceed
        3,000,000 and the options shall be
        exercised not later than 10 years
        after they are granted;  authority
        expires at the end of 38 months
25.     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing securities
        with preferential subscription right
        within the limits set below: EUR
        36,000,000.00 for shares and similar
        securities, EUR 500,000,000.00 for
        debt securities;  authority expires
        at the end of 26 months
26.     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing securities



        without preferential subscription
        right within the limits set below EUR
        36,000,000.00 for shares and similar
        securities, EUR 500,000,000.00 for
        debt securities;  authority expires
        at the end of 26 months
27.     Approve the global limitation for the                         Mgmt       No Action         *
        delegations submitted in resolutions
        25 and 26
28.     Grant delegations to the Board of                             Mgmt       No Action         *
        Directors in order to increase
        capital by issuance of shares
        reserved for employees members of a
        corporate savings plan with
        cancellation or preferential
29.     Grant powers for formalities                                  Mgmt       No Action         *
3.      Approve the appropriation of the                              Mgmt       No Action         *
        profits as follows: profits for the FY
        EUR 315,895,211.90; minus legal
        reserve EUR 1,239,833.70 plus prior
        retained earnings EUR 8,277,831.25
        total EUR 322,933,209.45; global
        dividend EUR 128,898,219.00;
        withholding amount EUR 56,855,840.00;
        balance carry forward EUR
        137,179,150.45; net dividend per share
        EUR 0.75 with EUR 0.375 tax credit, to
        be paid on 31 MAY 2004
4.      Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Article l 225-38 of the French Trade
        Code and approve the agreement signed
        during the FY 2003
5.      Ratify the transfer of the head                               Mgmt       No Action         *
        office to 45 Rue De Villiers,
        Neuilly-Sur-Seine (92)
6.      Ratify the cooptation as a Director                           Mgmt       No Action         *
        of Mr. Benoit Tellier in replacement
        of Mr. Olivier Houssin, for the
        uneffected part of his term Mr.
        Tellier was proposed by the
        industrial partner
7.      Approve the proposal of the civil                             Mgmt       No Action         *
        sector of the shareholders agreement,
        and subject to the adoption of
        Resolution 20, and appoint Mr.
        Francois Bujon De Letang as Director
        for 4 years
8.      Approve the proposal of the civil                             Mgmt       No Action         *
        sector of the shareholders agreement,
        and subject to the adoption of
        resolution 20, and renews the tenure
        of Mr. Louis Gallois as a Director for
        4 years



9.      Approve the proposal of the civil                             Mgmt       No Action         *
        sector of the shareholders agreement,
        and renews the tenure of Mr. Denis
        Ranque as a Director for 6 years

- -------------------------------------------------------------------------------------------------------
THOMSON                                                                       Agenda: 700480914
     CUSIP: F91823108                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/26/2004           ISIN: FR0000184533
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE A                       Voting
        SECOND CALL ON 07 MAY 2004.
        CONSEQUENTLY, YOUR VOTING NSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS CANCELLED.
1.      Approve the accounts and the balance                          Mgmt       No Action         *
        sheet for the FY 2003
10.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Eddy Hartenstein as a Director
        for 4 years
11.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Igor Landaun as a Director for
        4 years
12.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Pierre Lescure as a Director
        for 4 years
13.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Henri Vigil as a Director for
        4 years
14.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Didier Lombard as a Director
        for 4 years
15.     Approve to renew the term of office                           Mgmt       No Action         *
        of Mazars Et Gureard as the Statutory
        Auditor for 6 years
16.     Appoint Patrick De Cambourg as the                            Mgmt       No Action         *
        Deputy Auditor for 6 years
17.     Allot a amount of EUR 450,000.000 as                          Mgmt       No Action         *
        attendance fees to the Directors,
        until future notice
18.     Authorize the Board of Directors, to                          Mgmt       No Action         *
        trade the Company s shares as per the
        following conditions: maximum purchase
        price: EUR 50.00; minimum selling
        price: EUR 15.00; and, maximum number
        of shares to be traded: 10%; Authority
        expires at the end of 18 months



19.     Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present to accomplish all
        deposits and publications prescribed
2.      Approve the consolidated accounts for                         Mgmt       No Action         *
        the FY 2003
20.     Authorize the Board, to decrease the                          Mgmt       No Action         *
        share capital by canceling
        repurchased shares, within a limit of
        10% of the share capital;  Authority
        expires at the end of 24 months
21.     Authorize the Board, to issue shares                          Mgmt       No Action         *
        and securities with preferential
        subscription right, not exceeding the
        limits set below EUR 250,000,000.00
        for shares, including EUR
        100,000,000.00 for preferred shares
        and EUR 100,000,000.00 for investment
        certificates;  Authority expires at
        the end of 26 months
22.     Authorize the Board to issue shares                           Mgmt       No Action         *
        and securities without preferential
        subscription right, not exceeding the
        limit set below EUR 250,000,000.00
        for shares, including EUR
        100,000,000.00 for preferred shares
        and EUR 100,000,000.00 for investment
        certificates, such amounts shall be
        included in the limit for Resolution
        21;  Authority expires at the end of
        26 months
23.     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing shares for a
        maximum nominal amount of EUR
        15,000,000.00 reserved to Carlton
        Communications PLC, these shares shall
        be paid up in cash or compensate
        liquid due debts;
24.     Authorize the Board increase the                              Mgmt       No Action         *
        share capital by EUR 7,500,000.00 by
        issuing shares and securities giving
        access to members of a Company Saving
        Plan, such shares shall be paid-up
        not later than 3 years from their date
        of issue; Authority expires at the end
        of 2 years
25.     Approve to harmonize the Articles of                          Mgmt       No Action         *
        Association with the French Law 2003-
        706 of 01 AUG 2003 on financial
        security as a consequence: threshold
        trespassing must be notified not later
        than 5 days instead of 15 days, the
        Directors representing the Government
        shall not be mentioned, the number of
        shares to be retained



        by the Directors is increased, their
        term of office is reduced to 4 years,
        control agents may be appointed, the
        role of the Chairman has been revised
        as well as the information to be
        transmitted to the Directors
26.     Grant all powers to the bearer                                Mgmt       No Action         *
3.      Approve the appropriation of results                          Mgmt       No Action         *
        in a negative amount of EUR
        13,029,307.68 as follows: prior
        retained earnings: EUR
        756,608,329.84; balance amount of
        prior retained earnings: EUR
        743,579,002.16; ; global dividend:
        EUR 72,959,512.08; balance carried
        forward: EUR 670,619,510.08; and, the
        shareholders will receive a net
        dividend of EUR 0.26, with a
        corresponding tax credit of EUR 0.13;
        this dividend will be paid on 27 MAY
4.      Approve the Special Auditors report,                          Mgmt       No Action         *
        in accordance with the provisions of
        Articles L.225-38 and following of
        the Commercial Law
5.      Appoint Mr. Paul Murray as a Director                         Mgmt       No Action         *
        in replacement of Mr. Michael Green
        for the uneffected part of his term
6.      Appoint Mr. Henri Vigil as a Director                         Mgmt       No Action         *
        in replacement of Mr. Bernard Vergnes
        for the uneffected part of
7.      Appoint Mr. Eric Bourdais De                                  Mgmt       No Action         *
        Charbonniere in replacement of Mr.
        Tadahiro Sekimoto for the uneffected
        part of his term
8.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Thierry Breton as a Director
        for 4 years
9.      Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Frank Dangeard as a Director
        for 4 years

- -------------------------------------------------------------------------------------------------------
TOTAL SA                                                                      Agenda: 700507102
     CUSIP: F92124100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: FR0000120271
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer



        Shares: 6 days prior to the meeting
        date. French Resident Shareowners must
        complete, sign and forward the Proxy
        Card directly to the sub custodian.
        Please contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident
        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
0.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Thierry Desmarest as a
        Director for a period of 3 years



E.19    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority of the
        Resolution 9 of the combined general
        meeting of 22 MAR 2000, to grant to
        the benefit of the Members to be
        chosen by it, stock options granting
        the right to purchase the Company s
        new and existing shares within a limit
        of 3% of the share capital, and to set
        the price of the said shares in
        accordance with the provisions of
        Articles L.225-177 to L.225-186 of the
        Commercial Law; Authority expires at
        the end of 38 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
E.20    Authorize the Board of Directors, in                          Mgmt       No Action         *
        substitution for the authority of the
        Resolution 11 of the combined general
        meeting of 22 MAR 2000, to proceed
        with the preferential right, in France
        or aboard, with the issue of shares,
        equity warrants and the securities up
        to a nominal amount of EUR
        4,000,000,000.00; Authority expires at
        the end of 26 months; and authorize
        the Board of Directors to take all
        necessary measures and accomplish all
        necessary formalities
E.21    Authorize the Board of Directors to                           Mgmt       No Action         *
        proceed without the preferential
        right, in France or aboard, with the
        issue of securities up to a nominal
        amount of EUR 2,000,000,000.00
E.22    Approve the capital increase,                                 Mgmt       No Action         *
        reserved for the employees
O.1     Approve the reading of the Board of                           Mgmt       No Action         *
        Directors report and the general
        Auditors report and approve the
        accounts and the balance sheet of the
        Company total S.A. for the FY 2003
O.10    Appoint Mr. Daniel Boeuf as a                                 Mgmt       No Action         *
        Director, in accordance with the
        provision of the Article 11, who
        represents the shareholding wage
        earners for a period of 3 years
O.11    PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Appoint Mr.
        Philippe Marchandise as a Director,
        in accordance with the provision of
        the Article 11, who represents the
        shareholding wage earners for a
        period of 3 years



O.12    PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Appoint Mr.
        Cyril Mouche as a Director, in
        accordance with the provision of the
        Article 11, who represents the
        shareholding wage earners for a
        period of 3 years
O.13    PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Appoint Mr.
        Alan Cramer as a Director, in
        accordance with the provision of the
        Article 11, who represents the
        shareholding wage earners for a
        period of 3 years
O.14    Appoint firm Ernst and Young Audit in                         Mgmt       No Action         *
        place of the firm Barbier, Frinault
        and Autres, as the statutory auditor
        for a period of 6 years
O.15    Approve to renew the term of office                           Mgmt       No Action         *
        of the Firm KPMG Audit as the
        Statutory Auditor for a period of 6
O.16    Appoint Mr. Pierre Jouanne, who                               Mgmt       No Action         *
        replaces Mr. Alain Grosmann, as the
        Deputy Auditor for a period of 6
O.17    Appoint Mr. Jean-Luc Decornoy as the                          Mgmt       No Action         *
        Deputy Auditor, who replaces the firm
        Salustro Reydel, for a period of 6
        years
O.18    Approve the allocation of EUR                                 Mgmt       No Action         *
        900,000.00 to the Directors as the
        attendance fees
O.2     Receive the consolidated accounts and                         Mgmt       No Action         *
        that the Board of Directors report
        for the Group is included in the
        Board of Directors report
O.3     Approve the reports by the Board of                           Mgmt       No Action         *
        Directors and by the Auditors having
        been made available to the
        shareholders, the consolidated
        balance sheet and the consolidated
        financial statements of TOTAL S.A.
        for the FYE 31 DEC 2003
O.4     Approve the profits for the FY as                             Mgmt       No Action         *
        follows: EUR 3,272,172,931.00; prior
        retained earnings: EUR
        1,056,490,628.00; distributable
        profits: EUR 4,328,663,559.00 and
        approve the appropriation of the
        profits as follows: total number of
        shares: 655,130,985; global dividend:
        EUR 3,079,115,630.00; balance
        carried forward: EUR 1,249,547,929.00
        and shareholders will receive a net
        dividend of EUR 4.70 with a
        corresponding tax credit



O.5     Authorize the Board, in substitution                          Mgmt       No Action         *
        for the authority of the Resolution 6
        of the Combined General Meeting of
        06 MAY 2003, to trade the Company s
        shares on the stock exchange, notably
        in view of adjusting their price as
        per the following conditions: maximum
        purchase price: EUR 250.00; minimum
        selling price: EUR 100.00; maximum
        number of shares to be traded: 10% of
        the share capital;  authority
        expires at the end of 18 months; and
        authorize the Board of Directors to
        take all necessary measures and
        accomplish all necessary formalities
O.6     Authorize the Board of Directors, in                          Mgmt       No Action         *
        France or abroad, in substitution for
        the authority of the Resolution 21 of
        the combined general meeting of 22 MAR
        2000, with the issue of bond issues,
        subordinated or not, debt securities,
        subordinated or not permanently, up to
        a nominal amount of EUR
        10,000,000,000.00; Authority expires
        at the end of 5 years
O.8     Approve to renew the term of office                           Non-       No Action         *
        of Mr. Thierry Derudder as a Director                        Voting
        for a period of 3 years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Serge Tchuruk as a Director
        for a period of 3 years

- -------------------------------------------------------------------------------------------------------
ZODIAC SA                                                                     Agenda: 700437533
     CUSIP: F98947108                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 12/15/2003          ISIN: FR0000125684
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        A Verification Period exists in                               Non-       No Action         *
        France. Please see                                           Voting
        http://ics.adp.com/marketguide for
        complete information. Verification
        Period: Registered Shares: 1 to 5 days
        prior to the meeting date, depends on
        company s by-laws. Bearer Shares: 6
        days prior to the meeting date. French
        Resident Shareowners must complete,
        sign and forward the Proxy Card
        directly to the sub custodian. Please
        contact your Client Service
        Representative to obtain the necessary
        card, account details and directions.
        The following applies to Non-Resident



        Shareowners: Proxy Cards: ADP will
        forward voting instructions to the
        Global Custodians that have become
        Registered Intermediaries, on ADP Vote
        Deadline Date. In capacity as
        Registered Intermediary, the Global
        Custodian will sign the Proxy Card and
        forward to the local custodian. If you
        are unsure whether your Global
        Custodian acts as Registered
        Intermediary, please contact ADP.
        Trades/Vote Instructions: Since France
        maintains a Verification Period, for
        vote instructions submitted that have
        a trade transacted (sell) for either
        the full security position or a
        partial amount after the vote
        instruction has been submitted to ADP
        and the Global Custodian advises ADP
        of the position change via the account
        position collection process, ADP has a
        process in effect which will advise
        the Global Custodian of the new
        account position available for voting.
        This will ensure that the local
        custodian is instructed to amend the
        vote instruction and release the
        shares for settlement of the sale
        transaction.
O.1     Receive the Executive Chairman report                         Mgmt       No Action         *
        and the General Auditors report and
        approve the accounts and the balance
        sheet for the FYE 31 AUG 2003;
        acknowledge that profits for the FY is
        EUR 41,161,000.00; and grant permanent
        discharge to the Members of the
        Executive Chairman and the Supervisory
        Board for the completion of its
        assignments
O.10    Authorize the Executive Chairman to                           Mgmt       No Action         *
        decrease the share capital by
        canceling the shares held by the
        Company within a limit of 5% of the
        capital;  Authority is given for a
        period of 18 months; and authorize
        the Executive Chairman to take all
        necessary measures and accomplish all
        necessary formalities
O.11    Grant all powers to the bearer of a                           Mgmt       No Action         *
        copy or an extract of the minutes of
        the present in order to accomplish
        all deposits and publications which
        are prescribed by law
O.2     Acknowledge that the consolidated                             Mgmt       No Action         *
        accounts were presented and that the



        Executive Chairman report for the
        Group is included in the Supervisory
        Board report and that the profits for
        the FY is EUR 93,000,000.00; and grant
        permanent discharge to the Executive
        Chairman for the completion of its
        assignment
O.3     Approve the following appropriations:                         Mgmt       No Action         *
        shareholders receive a net dividend
        of EUR 0.60 with a corresponding tax
        credit of EUR 0.30; profits for the
        FY EUR 41,615,567.05; prior retained
        earnings EUR 10,564,934.04; legal
        reserve: EUR -12,094.58; special
        reserve on long-term capital gains:
        EUR -1,472,809.00; global dividend:
        EUR (-) 31,995,827.40; balance
        carried forward: EUR (-)
O.4     Approve to propose to each                                    Mgmt       No Action         *
        shareholder an option between or the
        cash in shares payment of the
        dividend voted at the end of
        Resolution O.3; and acknowledge that
        the net dividend per share is EUR
O.5     Approve, in accordance with the                               Mgmt       No Action         *
        provisions of Article 225-86 of the
        Commercial Law, the Special Auditors
        report
O.6     Authorize the Executive Committee to                          Mgmt       No Action         *
        trade the Company shares on the stock
        exchange, notably in view of adjusting
        their price, up to 5% of the share
        capital, at a maximum purchase price
        of EUR 45.00 and at a minimum selling
        price of EUR 20.00; Authority is valid
        till 18 months
O.7     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Marc Assa as a Member of the
        Supervisory Board for a period of 6
        years
O.8     Approve to renew the term of office                           Mgmt       No Action         *
        of the Company Ernst & Young as the
        Statutory Auditor for a period of 6
        years
O.9     Approve to renew the term of office                           Mgmt       No Action         *
        of Mr. Christian De Chastellux as the
        Deputy Auditor for a period of 6

- -------------------------------------------------------------------------------------------------------
AEGIS GROUP PLC                                                               Agenda: 700506275
     CUSIP: G0105D108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: GB0009657569
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the financial statements for                          Mgmt       No Action         *
        the YE 31 DEC 2003 and the reports of
        the Directors and the Auditors
10.     Approve the remuneration report                               Mgmt       No Action         *
        contained in the financial statements
        for the YE 31 DEC 2003
11.     Authorize the Directors to allot                              Mgmt       No Action         *
        relevant securities within the
        meaning of the Section 80 of the
        Companies Act 1985, up to an
        aggregate nominal amount of GBP
        18,539,204;  Authority expires at the
        conclusion of the next AGM of the
        Company; and the Directors may allot
        relevant securities after the expiry
        of this authority in pursuance of
        such an offer or agreement made prior
2.      Declare a final dividend of 0.80p per                         Mgmt       No Action         *
        ordinary share
3.      Re-elect Mr. Bernard Fournier as a                            Mgmt       No Action         *
        Director who retires by rotation
4.      Re-elect Mr. Robert Lerwill as a                              Mgmt       No Action         *
        Director who retires by rotation
5.      Re-elect Mr. Daniel Farrar as a                               Mgmt       No Action         *
        Director, who was appointed since
        last AGM and retires
6.      Re-elect Mr. Charles Strauss as a                             Mgmt       No Action         *
        Director, who was appointed since
        last AGM and retires
7.      Re-elect Mr. Leslie Van Walle as a                            Mgmt       No Action         *
        Director, who was appointed since
        last AGM and retires
8.      Appoint Deloitte & Touche LLP as the                          Mgmt       No Action         *
        Auditors to hold the office until the
        conclusion of the next general meeting
        at which accounts are laid before the
        Company
9.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration for of the Auditors
S.12    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 11 and
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94 for cash
        pursuant to the authority conferred by
        Resolution 10, and/or where such
        allotment constitutes an allotment of
        equity securities by virtue of Section
        94(3A) as the Act of Section 89,
        provided that this power is limited to
        the allotment of equity securities: a)
        in connection with or pursuant to an
        offer by way of rights issue, open
        offer or any



        other pre-emptive offer in favor of
        ordinary shareholders; b) up to an
        aggregate nominal amount of GBP
        2,780,511; Authority expires at the
        conclusion of the next AGM of the
        Company; and the Directors may allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior
S.13    Authorize the Company, to make one or                         Mgmt       No Action         *
        more market purchases Section 163 of
        up to 55,617,614 ordinary shares of
        5p, at a maximum price equal to the
        nominal value and not more than 5%
        above the average middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 25 NOV 2005;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly

- -------------------------------------------------------------------------------------------------------
ALLIED IRISH BANKS PLC                                                        Agenda: 700489493
     CUSIP: G02072117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: IE0000197834
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the statement of accounts for the
        YE 31 DEC 2003
10.     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve to
        remove KPMG from the Office of the
        Auditor
11.     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Appoint Mr.
        Niall Murphy as a Director of the
        Company
2.      Declare a final dividend of EUR 0.35                          Mgmt       No Action         *
        per ordinary share
3.a     Re-elect Mr. Michael Buckley as a                             Mgmt       No Action         *
        Director in accordance with the
        Articles of Association
3.b     Re-elect Mr. Michael Buckley as a                             Mgmt       No Action         *
        Director in accordance with the
        Combined Code on Corporate Governance
3.c     Re-elect Mr. Dermot Gleeson as a                              Mgmt       No Action         *
        Director in accordance with the
        Articles of Association



3.d     Re-elect Sir Derek Higgs as a                                 Mgmt       No Action         *
        Director in accordance with the
        Articles of Association
3.e     Re-elect Mr. Gary Kennedy as a                                Mgmt       No Action         *
        Director in accordance with the
        Articles of Association
3.f     Re-elect Mr. John B. McGuckian as a                           Mgmt       No Action         *
        Director in accordance with the
        Articles of Association
4.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Directors
9.a     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Adrian Burke as a Director
9.b     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Colm Doherty as a Director
9.c     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Don Godson as a Director
9.d     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Aidan Mckeon as a Director
9.e     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Ms. Carol Moffett as a
9.f     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Jim O Leary as a Director
9.g     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Micheal J. Sullivan as a
        Director
9.h     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL:   Approve to
        remove Mr. Robert G. Wilmers as a
        Director
S.5     Authorize the Company and/or any                              Mgmt       No Action         *
        subsidiary of the Company Section 155
        of the Companies Act, 1963 to make
        market purchases Section 212 of the
        Companies Act, 1990 of ordinary shares
        of IEP 0.32 each, subject to the
        provisions of the Companies Act, 1990
        of up to 90 million 10% of the
        ordinary share capital ordinary
        shares, at a minimum price equal to
        the nominal value of the share and the
        maximum price not more than 5% above
        the average of the five amounts
        resulting for such shares derived from
        the Irish Stock Exchange Daily
        Official List, over the previous 5



        business days, Authority expires the
        earlier of the AGM in 2005 or 28 OCT
        2005; and the Company or any
        subsidiary may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior
S.6     Authorize the Company, pursuant to                            Mgmt       No Action         *
        the authority conferred by Resolution
        S.5, to make market purchases of
        shares of any class of the Company
        with the maximum and minimum prices at
        which any shares Section 209 for the
        time being held by the Company be
        re-issued off-market as determined by
        Article 53 of the Articles of
        Association, be as follows: a) the
        maximum price at which any such share
        relevant share be re-issued off-
        market be an amount not above 20% of
        the appropriate average; and b) the
        minimum price at which a such share be
        re-issued off-market be an amount not
        less than 5% of the appropriate
        average for such shares derived from
        the Irish Stock Exchange Daily
        Official List, over the previous 5
        business days
S.7     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Article 8 of the Articles of
        Association, to allot equity
        securities Section 23 of the Companies
        Act, 1983 for cash, provided that this
        power be limited to the allotment of
        equity securities up to an aggregate
        nominal value of IEP 14,400,000;
        Authority expires the earlier of the
        AGM in 2005 or 28 JUL 2005; and,
        authorize the Directors to allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.8     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Article 127 of the Company s Articles
        of Association, to offer to ordinary
        shareholders additional shares,
        credited as fully paid, instead of
        cash in respect of all dividends
        falling or to be paid during the
        period from the date of this
        resolution until the conclusion of the
        AGM in 2009



- -------------------------------------------------------------------------------------------------------
AMEC PLC                                                                      Agenda: 700503736
     CUSIP: G02604117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: GB0000282623
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 DEC 2003
2.      Declare a final dividend of 6.9p per                          Mgmt       No Action         *
        share
3.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
4.      Approve the remuneration policy set                           Mgmt       No Action         *
        out in the Directors remuneration
        report
5.      Re-elect Mr. J.M. Green-Armytage as                           Mgmt       No Action         *
        the Chairman of the Board
6.      Re-elect Mr. C.A. Riva as a Director,                         Mgmt       No Action         *
        who retires by rotation in accordance
        with Article 91 of the Articles of
        Association of the
7.      Re-elect Mr. S.J. Siddall as a                                Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Article 85 of the
        Articles of Association of the
8.      Re-elect Ms. M.O. Hesse as a                                  Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Article 85 of the
        Articles of Association of the
9.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company and authorize
        the Directors to fix their
S.10    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985, to make market
        purchases Section 163 of up to
        30,097,456 ordinary shares of 50p each
        in the capital of the Company, at a
        minimum price of 50p and up to 105% of
        the average middle market quotations
        for such shares derived from the
        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the next AGM of the
        Company or 18 AUG 2005; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares which will
        or may be executed wholly or partly



- -------------------------------------------------------------------------------------------------------
AMERSHAM PLC (EX NYCOMED AMERSHAM PLC)                                        Agenda: 700456999
     CUSIP: G03282103                         Meeting Type: CRT
    Ticker:                                   Meeting Date: 3/17/2004           ISIN: GB0002747532
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve a Scheme of arrangement,                              Mgmt       No Action         *
        pursuant to Section 425 of the
        Companies Act 1985, to be made
        between the Company and the holders
        of scheme shares

- -------------------------------------------------------------------------------------------------------
ARM HOLDINGS PLC                                                              Agenda: 700478767
     CUSIP: G0483X122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/26/2004           ISIN: GB0000595859
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report and the                             Mgmt       No Action         *
        accounts for YE 31 DEC 2003
2.      Declare a dividend                                            Mgmt       No Action         *
3.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
4.      Re-elect Mr. W. East as a Director                            Mgmt       No Action         *
5.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company and
        authorize the Directors to fix their
        remuneration
6.      Authorize the Company to make market                          Mgmt       No Action         *
        purchases of its own shares
7.      Adopt new Articles of Association                             Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ASM PACIFIC TECHNOLOGY LTD                                                    Agenda: 700459844
     CUSIP: G0535Q117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: KYG0535Q1174
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive, consider and adopt the                               Mgmt       No Action         *
        audited financial statements and the
        reports of the Directors and the
        Auditors for the YE 31 DEC 2003
2.      Declare a final dividend of HKD 0.84                          Mgmt       No Action         *
        per share for the YE 31 DEC 2003
3.      Re-elect the Director and authorize                           Mgmt       No Action         *
        the Board of Directors to fix their
        remuneration
4.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Board of Directors to fix their
        remuneration



- -------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC                                                               Agenda: 700475773
     CUSIP: G0593M107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: GB0009895292
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Director s report and                             Mgmt       No Action         *
        accounts for the YE 31 DEC 2003
10.     Authorize the Directors to disapply                           Mgmt       No Action         *
        pre-emption rights
11.     Authorize the Company to purchase its                         Mgmt       No Action         *
        own shares
12.     Grant authority to increase of                                Mgmt       No Action         *
        capital on non-executive Director s
        remuneration
2.      Approve the dividends                                         Mgmt       No Action         *
3.      Re-appoint KPMG Audit PLC, London as                          Mgmt       No Action         *
        Auditor
4.      Authorize the Directors to agree to                           Mgmt       No Action         *
        the remuneration of the Auditor
5.a     Elect Mr. Percy Barnevik as a                                 Mgmt       No Action         *
5.b     Elect Mr. Hakan Mogren as a Director                          Mgmt       No Action         *
5.c     Elect Sir. Tom Mckillop as a Director                         Mgmt       No Action         *
5.d     Elect Mr. Jonathan Symonds as a                               Mgmt       No Action         *
        Director
5.e     Elect Sir. Peter Bonfield as a                                Mgmt       No Action         *
5.f     Elect Mr. John Buchanan as a Director                         Mgmt       No Action         *
5.g     Elect Ms. Jane Henney as a Director                           Mgmt       No Action         *
5.h     Elect Mr. Michele Hooper as a                                 Mgmt       No Action         *
5.i     Elect Mr. Joe Jimenez as a Director                           Mgmt       No Action         *
5.j     Elect Mr. Ema Moller as a Director                            Mgmt       No Action         *
5.k     Elect Mr. Dame Bridget Ogilvie as a                           Mgmt       No Action         *
        Director
5.l     Elect Mr.Louis Schweitzer as a                                Mgmt       No Action         *
5.m     Elect Mr. Marcus Wallenberg as a                              Mgmt       No Action         *
        Director
6.      Approve the Director s remuneration                           Mgmt       No Action         *
        report for the YE 31 DEC 2003
7.      Adopt new Articles of Association                             Mgmt       No Action         *
8.      Grant authority for limited EU                                Mgmt       No Action         *
        political donations



9.      Authorize the Directors to allot                              Mgmt       No Action         *
        unissued shares

- -------------------------------------------------------------------------------------------------------
AVIVA PLC                                                                     Agenda: 700478212
     CUSIP: G0683Q109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: GB0002162385
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the Company s                             Mgmt       No Action         *
        report and the accounts for the YE 31
        DEC 2003
10.     Authorize the Directors to determine                          Mgmt       No Action         *
        the Auditor s remuneration
11.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        5.04(A) of the Company s Articles of
        Association; and authorize the
        Directors, for the purposes of Section
        80 of the Companies Act 1985, to allot
        the Company s unissued shares up to an
        nominal amount of GBP 185 million the
        amount of the Company s authorized but
        unissued share capital as at 24 FEB
        2004 being approximately 33% of the
        total issued ordinary share capital
13.     Approve, in accordance with Section                           Mgmt       No Action         *
        241A of the Companies Act 1985 and
        the Director s remuneration report
        Regulations 2002, to approve the
        Director s remuneration report
        contained in the report and the
        accounts for the YE 31 DEC 2003
14.     Authorize the Company to make                                 Mgmt       No Action         *
        donations to EU Political
        organizations and incur EU political
        expenditure in an aggregate amount
        not exceeding GBP 100,000 in each
        successive period of 12 months;
        Authority expires the earlier of the
        date of the next AGM of the Company
        the earlier of the conclusion of the
        AGM of the Company in 2008
15.     Authorize the Directors to: a)                                Mgmt       No Action         *
        exercise the power conferred on them
        by Article 31.16 of the Company s
        Articles of Association so that the
        holders of ordinary shares in the
        Company be permitted to elect to
        receive new ordinary shares in the
        Company, credited as fully paid,
        instead of the whole or par of any
        dividends including interim dividend
        paid by the Directors or declared



        by the Company in general meeting as
        the case be after 27 APR 2004 and on
        or before 26 APR 2009; and b)
        capitalize an amount equal to the
        aggregate nominal value of the new
        ordinary shares of the Company to be
        allotted pursuant to any elections
        made as aforesaid out of the amount
        standing to the credit of reserves
        including any share premium account or
        capital redemption reserve or the
        profit and loss account
2.      Declare a final dividend of 15.15                             Mgmt       No Action         *
        pence per ordinary share of the
        Company for the YE 31 DEC 2003 to be
        paid on 17 MAY 2004 to the
        shareholders who are in the register
        of Member at the close of business on
        26 MAR 2004
3.      Elect Ms. Anna Catalano as a Director                         Mgmt       No Action         *
        of the Company until the next AGM
4.      Elect Ms. Carole Piwnica as a                                 Mgmt       No Action         *
        Director of the Company until the
5.      Re-elect Mr. George Paul as a                                 Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with the
        Articles of Association
6.      Re-elect Mr. Philip Scott as a                                Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with the
        Articles of Association
7.      Re-elect Mr. Patrick Snowball as a                            Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with the
        Articles of Association
8.      Re-elect Mrs. Elizabeth Vallance as a                         Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with the
        Articles of Association
9.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next AGM
S.12    Approve to renew the power conferred                          Mgmt       No Action         *
        on the Directors by Article 5.04(B) of
        the Company s Articles of Association
        and authorize the Directors to allot
        equity securities of the Company for
        cash, disapplying the statutory
        pre-emption rights Section 89,
        provided that this power is limited to
        the allotment of equity securities in
        connection with a rights or scrip
        dividend, or other similar issue and
        up to an aggregate



        nominal amount of GBP 28 million 5% of
        the issued share capital of the
        Company as at 24 FEB 2004; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or 15
        months
S.16    Amend Articles 5.04, 3.04, 16.01,                             Mgmt       No Action         *
        18.09, 16.05, 18.02 and 31.16 of the
        Company s Articles of Association
S.17    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985  of up to 225
        million ordinary shares  10% of the
        issued ordinary share capital of 25
        pence each in the capital of the
        Company, at a minimum price of 25
        pence and up to 105% of the average
        middle market quotations for such
        shares derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 15 months; the Company,
        before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry
S.18    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to 100
        million 8 3/4% cumulative irredeemable
        preference shares of GBP 1 each in the
        Company 8 3/4% preference shares, at
        a minimum price of 25 pence and up to
        105% of the average middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 15 months; the
        Company, before the expiry, may make a
        contract to purchase 8 3/4% preference
        shares
S.19    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to 100
        million 8 1/8% cumulative irredeemable
        preference shares of GBP 1 each in the
        Company 8 1/8% preference shares, at
        a minimum price of 25 pence and up to
        105% of the average middle market
        quotations for such shares derived
        from the



        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the next AGM of the
        Company or 15 months; the Company,
        before the expiry, may make a contract
        to purchase 8 1/8% preference shares

- -------------------------------------------------------------------------------------------------------
BAE SYSTEMS PLC                                                               Agenda: 700488530
     CUSIP: G06940103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: GB0002634946
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited accounts of the                           Mgmt       No Action         *
        Company for the YE 31 DEC 2003 and
        the Directors reports and the
        Auditors report thereon
10.     Authorize the Directors to agree the                          Mgmt       No Action         *
        remuneration of the Auditors
11.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        12(B)(I) of the Articles of
        Association of the Company for a
        period ending on 05 MAY 2009 and that
        for such period the Section 80 amount
        shall be GBP 17,748,171
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2004
3.      Approve to declare the final dividend                         Mgmt       No Action         *
        for the YE 31 DEC 2003 of 5.5 pence
        per ordinary share payable on 01 JUN
        2004 to ordinary shareholders whose
        names appeared on the Register of
        Members at the close of business on 23
        APR 2004
4.      Re-elect Mr. Ulrich Cartellieri as a                          Mgmt       No Action         *
        Director of the Company, who retires
        pursuant to Article 85
5.      Re-elect Lord Hesketh as a Director                           Mgmt       No Action         *
        of the Company, who retires pursuant
        to Article 85
6.      Re-elect Mr. Steven Mogford as a                              Mgmt       No Action         *
        Director of the Company, who retires
        pursuant to Article 85
7.      Re-elect Mr. George Rose as a                                 Mgmt       No Action         *
        Director of the Company, who retires
        pursuant to Article 85
8.      Re-elect Mr. Michael Hartnall as a                            Mgmt       No Action         *
        Director of the Company, who retires
        pursuant to Article 85
9.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company, to hold



        office until the next general meeting
        at which the accounts are laid
        before the Company
S.12    Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        12(B)(II) of the Articles of
        Association of the Company for a
        period ending on 05 MAY 2009 and that
        for the period the Section 89 amount
        shall be GBP 3,825,091
S.13    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985, to make market
        purchases Section 163  of up to
        306,007,313 ordinary shares of 2.5p
        each in the capital of the Company,
        at a minimum price of 2.5p and up to
        105% of the average middle market
        quotations for Company s shares
        derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company in 2005 or 05 AUG 2005; the
        Company, before the expiry, may make
        a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly after such expiry;
        and where such shares are held in
        treasury
S.14    Amend the specified Articles of                               Mgmt       No Action         *
        Association of the Company

- -------------------------------------------------------------------------------------------------------
BARCLAYS PLC                                                                  Agenda: 700482552
     CUSIP: G08036124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: GB0031348658
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited accounts of the
        Company for the YE 31 DEC 2003
10.     Re-elect Mr. Chris Lendrum as a                               Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
11.     Re-elect Sir. Brian Jenkins as a                              Mgmt       No Action         *
        Director of the Company, under the
        Combined Code
12.     Re-appoint PricewaterhouseCoopers                             Mgmt       No Action         *
        LLP, Chartered Accountants and
        Registered Auditors, as the Auditors
        of the Company until the conclusion
        of the next general meeting



13.     Authorize the Directors to set the                            Mgmt       No Action         *
        remuneration of the Auditors
2.      Approve the Directors report on                               Mgmt       No Action         *
        remuneration for the YE 31 DEC 2003
3.      Re-elect Sir. Richard Broadbent as a                          Mgmt       No Action         *
        Director of the Company
4.      Re-elect Mr. Roger Davis as a                                 Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. Gray Hoffman as a                                Mgmt       No Action         *
        Director of the Company
6.      Re-elect Mr. Nagulb Kheraj as a                               Mgmt       No Action         *
        Director of the Company
7.      Re-elect Mr. David Roberts as a                               Mgmt       No Action         *
        Director of the Company
8.      Re-elect Sir. Peter Middleton as a                            Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
9.      Re-elect Mr. Stephen Russell as a                             Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
S.14    Authorize the Directors, by Article                           Mgmt       No Action         *
        12(b) of the Articles of Association
        of the Company and pursuant to
        Section 89, to allot equity
        securities up to GBP 82,053,000 for
        cash other than on a pro rata basis
        and to sell or allot treasury shares
        under Section 162D(1) of the
        Companies Act, 1985  Authority
        expires the earlier of the conclusion
        of the AGM of the Company in 2009
S.15    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 on the London Stock
        Exchange of up an aggregate of
        984,600,000 ordinary shares of 25p
        each in the capital of the Company and
        hold them as treasury shares, at a
        minimum price of 25p and up to 105% of
        the average of the market values for
        ordinary shares derived from the
        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the AGM of the
        Company in 2005; the Company, before
        the expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry

- -------------------------------------------------------------------------------------------------------
BHP BILLITON PLC                                                              Agenda: 700418595
     CUSIP: G10877101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/24/2003          ISIN: GB0000566504
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the financial statements for                          Mgmt       No Action         *
        BHP Billiton Limited for the YE 30
        JUN 2003, together with the Directors
        report and the Auditors report in
        the annual report
10.     Elect Mr. M. Salamon as a Director of                         Mgmt       No Action         *
        BHP Billiton PLC
11.     Elect Mr. Dr. J G Buchanan as a                               Mgmt       No Action         *
        Director of BHP Billiton Limited
12.     Elect Mr. Dr. J G Buchanan as a                               Mgmt       No Action         *
        Director of BHP Billiton PLC
13.     Re-appoint KPMG Audit PLC and                                 Mgmt       No Action         *
        PricewaterhouseCoopers LLP as the
        auditors of BHP Billiton PLC and
        authorize the Directors to agree
        their remuneration
14.     Approve to renew the authority and                            Mgmt       No Action         *
        power to allot relevant securities
        conferred on the Directors by Article
        9 of BHP Billiton PLC s Articles of
        Association for the period ending on
        the date of the BHP Billiton PLC AGM
        in 2004 or on 23 JAN 2005 whichever is
        earlier, and for such period the
        section 80 amount under the United
        Kingdom Companies Act 1985 shall be
        USD 265,926,499
17.     Approve the remuneration report for                           Mgmt       No Action         *
        the YE 30 JUN 2003
18.     Approve, for all purposes, including                          Mgmt       No Action         *
        for the purpose of ASX Listing Rule
        10.14, the grant of deferred shares,
        options and performance shares to
        Executive Director and Chief
        Executive Officer, Mr. C. W.
        Goodyear, under the BHP Billiton
        Limited Group Incentive Scheme
19.     Approve, for all purposes, including                          Mgmt       No Action         *
        for the purpose of ASX Listing Rule
        10.14, the grant of deferred shares,
        options and performance shares to
        Executive Director and Senior
        Minerals Executive, Mr. M. Salamon,
        under the BHP Billiton Limited Group
        Incentive Scheme
2.      Receive the financial statements for                          Mgmt       No Action         *
        BHP Billiton PLC for the YE 30 JUN
        2003, together with the Directors
        report and the Auditors report in
        the annual report



3.      Re-elect Mr. D.C. Brinks as a                                 Mgmt       No Action         *
        Director of BHP Billiton Limited, who
        retires by rotation
4.      Re-elect Mr. D.C. Brinks as a                                 Mgmt       No Action         *
        Director of BHP Billiton PLC, who
        retires by rotation
5.      Re-elect Mr. M.A. Chaney as a                                 Mgmt       No Action         *
        Director of BHP Billiton Limited, who
        retires by rotation
6.      Re-elect Mr. M.A. Chaney as a                                 Mgmt       No Action         *
        Director of BHP Billiton PLC, who
        retires by rotation
7.      Re-elect Lord Renwick of Clifton as a                         Mgmt       No Action         *
        Director of BHP Billiton Limited, who
        retires by rotation
8.      Re-elect Lord Renwick of Clifton as a                         Mgmt       No Action         *
        Director of BHP Billiton PLC, who
        retires by rotation
9.      Elect Mr. M. Salamon as a Director of                         Mgmt       No Action         *
        BHP Billiton Limited
S.15    Approve to renew the authority and                            Mgmt       No Action         *
        power to allot equity securities for
        cash conferred on the Directors by
        Article 9 of BHP Billiton PLC s
        Articles of Association for the
        period referred to in such resolution
        and for such period the section 89
        amount under the United Kingdom
        Companies Act 1985  be USD
S.16    Authorize the BHP Billiton PLC, in                            Mgmt       No Action         *
        accordance with Article 6 of the
        Articles of Association of the Company
        and Section 166 of the Companies Act
        1985, to make market purchases Section
        163 of up to 246,814,700 ordinary
        shares of USD 0.50 nominal value each
        in the capital of BHP Billiton PLC, at
        a minimum price of USD 0.50 and not
        more than 5% above the average market
        values for such shares derived from
        the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the AGM
        of BHP Billiton in 2004 or 12 MAY 2005;
        BHP Billiton PLC, before the expiry

- -------------------------------------------------------------------------------------------------------
BOC GROUP PLC                                                                 Agenda: 700441518
     CUSIP: G12068113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 1/23/2004           ISIN: GB0001081206
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited accounts for the YE 30
        SEP 2003
10.     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organization and to incur
        EU political expenditure up to a
        maximum aggregate amount of GBP
        150,000;  Authority expires at the
        end of the next AGM in 2005
11.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 80 of the Companies Act 1985,
        to allot relevant securities Section
        80 up to an aggregate nominal amount
        of GBP 18,580,721; Authority expires
        the earlier of the conclusion of the
        next AGM or 15 months; and the
        Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 30 SEP 2003
3.      Elect Mr. Andrew Bonfield as a                                Mgmt       No Action         *
        Director, who retires in accordance
        with Article 86
4.      Re-elect Sir Christopher O Donnell as                         Mgmt       No Action         *
        a Director, who retires by rotation
5.      Re-elect Ms. Julie Baddeley as a                              Mgmt       No Action         *
        Director, who retires by rotation
6.      Re-elect Mr. John Walsh as a                                  Mgmt       No Action         *
        Director, who retires by rotation
7.      Re-appoint PricewaterhouseCoopers,                            Mgmt       No Action         *
        LLP, as the Auditors of the Company
        until the conclusion of the next
        general meeting before which accounts
        are laid
8.      Authorize the Directors to determine                          Mgmt       No Action         *
        the Auditors remuneration
9.      Approve the Company dividend policy                           Mgmt       No Action         *
S.12    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 11 and
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94 for cash,
        disapplying the statutory pre-emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities up to an
        aggregate nominal amount of GBP
        6,222,335; Authority expires the
        earlier of the conclusion of the next



        AGM of the Company or 15 months; and
        the Directors may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.13    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985, to make market
        purchases Section 163(3)  of up to
        49,778,680 ordinary shares, at a
        minimum price of 25p and not more
        than 5% above the average middle
        market quotations for such shares
        derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 15 months; the Company,
        before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
S.14    Amend the Articles of Association                             Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
BG GROUP PLC                                                                  Agenda: 700496727
     CUSIP: G1245Z108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: GB0008762899
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and reports of                           Mgmt       No Action         *
        the Directors and the Auditors for the
        YE 31 DEC 2003
10.     Authorize the Audit Committee to                              Mgmt       No Action         *
        determine the remuneration of the
        Auditors
11.     Authorize the Company and its                                 Mgmt       No Action         *
        subsidiary BG International Limited,
        in accordance with Part XA of the
        Companies Act 1985  the Act, to: a)
        make donations to EU political
        organizations not exceeding GBP
        25,000 in total; and b) incur EU
        political expenditure not exceeding
        GBP 25,000 in total;  Authority
        expires earlier on the date of the
        AGM of the Company in 2005 or 21 AUG
12.     Authorize the Directors to amend: a)                          Mgmt       No Action         *
        the rules of BG Group Company Share
        Option Scheme; b) the rules of the BG
        Group Sharesave Scheme; c) the trust
        deed and rules of the BG Group New
        Long Term Incentive Scheme; and d)



        the trust deed and rules of the BG
        Group Share Incentive Plan
13.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        12.2 of the Company s Articles of
        Association and for this purpose the
        Section 80 amount be GBP 117,730,026;
        Authority expires earlier on the date
        of the AGM of the Company in 2005, or
        21 AUG 2005
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 31 DEC 2003
3.      Declare a final dividend in respect                           Mgmt       No Action         *
        of the YE 31 DEC 2003 of 1.86 pence
        per ordinary share payable on 28 MAY
        2004 to the holders of ordinary shares
        on the register on 16 APR 2003
4.      Re-elect Mr. Peter Backhouse as a                             Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. Paul Collins as a                                Mgmt       No Action         *
        Director of the Company
6.      Re-elect Mr. William Friedrich as a                           Mgmt       No Action         *
        Director of the Company
7.      Re-elect Mr. Lord Sharman as a                                Mgmt       No Action         *
        Director of the Company
8.      Re-elect Mr. Keith Mackrell as a                              Mgmt       No Action         *
        Director of the Company
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which accounts are laid
        before the Company
S.14    Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, to allot equity securities,
        include a sale of treasury shares
        Section 94 of the Companies Act 1985
        for cash pursuant to the authority
        conferred by Resolution 13,
        disapplying the statutory pre-emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: a) in connection
        with a rights issue in favor of
        ordinary shareholders; and b) up to an
        aggregate nominal amount of GBP
        17,659,504; Authority expires the
        earlier on the date of the AGM of the
        Company in 2005 or 21 AUG 2005; and,
        authorize the Directors to allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior



S.15    Authorize the Company, to make market                         Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985  of ordinary
        shares of 10 pence each

- -------------------------------------------------------------------------------------------------------
BOOTS GROUP PLC, NOTTINGHAM                                                   Agenda: 700388374
     CUSIP: G12517101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/24/2003           ISIN: GB0032310780
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report and the                          Mgmt       No Action         *
        annual accounts and the Auditors
        report thereon
10.     Re-appoint Mr. A.P. Smith as a                                Mgmt       No Action         *
11.     Approve the Directors remuneration                            Mgmt       No Action         *
        report
12.     Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors to fix the remuneration
        of the Auditors
13.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and for the purpose of
        Section 80 of the Companies Act 1985,
        to allot relevant securities up to an
        aggregate nominal amount of GBP 67.8
        million; Authority expires at the
        conclusion of the AGM of the Company
        next year
16.     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to allot up to a maximum
        aggregate sum of GBP 100,000
17.     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to allot up to a maximum
        aggregate sum of GBP 400,000
2.      Declare a final dividend Mgmt No Action *
3.      Re-appoint Mr. P. Bateman as a                                Mgmt       No Action         *
4.      Re-appoint Mr. J. Bennink as a                                Mgmt       No Action         *
5.      Re-appoint Mr. H. Dodd as a Director                          Mgmt       No Action         *
6.      Re-appoint Mr. J.B. McGrath as a                              Mgmt       No Action         *
        Director
7.      Re-appoint Mr. H. Ploix as a Director                         Mgmt       No Action         *
8.      Re-appoint Mr. M.P. Read as a                                 Mgmt       No Action         *
9.      Re-appoint Sir Nigel Rudd as a                                Mgmt       No Action         *



S.14    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section 94
        (2) for cash pursuant to the authority
        conferred by Resolution 13,
        disapplying the statutory pre- emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities a) in connection
        with a rights issue, open offer or
        other offers in favor of ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP 10.17
        million; Authority expires at the
        conclusion of the next AGM of the
        Company
S.15    Authorize the Company, pursuant to                            Mgmt       No Action         *
        the authorities contained in the
        Articles of Association of the
        Company, to make market purchases
        Section 163(3) of the Companies Act
        1985 of up to 81,300,000 ordinary
        shares of more than 5% above the
        average market value for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires at
        the conclusion of the next AGM of the
        Company; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry

- -------------------------------------------------------------------------------------------------------
REXAM PLC                                                                     Agenda: 700502859
     CUSIP: G1274K113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: GB0004250451
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report and the                             Mgmt       No Action         *
        Group accounts for the YE 31 DEC 2003
10.     Grant authority to the Directors to                           Mgmt       No Action         *
        allot relevant securities
11.     Grant authority to the Directors to                           Mgmt       No Action         *
        allot equity securities for cash
12.     Grant authority to the Company to                             Mgmt       No Action         *
        purchase its own ordinary shares
2.      Approve the remuneration report                               Mgmt       No Action         *



3.      Declare the 2003 final dividend on                            Mgmt       No Action         *
        the ordinary shares
4.      Elect Mr. G.S.W. Angwald as a                                 Mgmt       No Action         *
5.      Elect Mr. C.G. Symon as a Director                            Mgmt       No Action         *
6.      Elect Mr. M.C. Buzzacolt as a                                 Mgmt       No Action         *
7.      Elect Mr. Y.E. Dominioni as a                                 Mgmt       No Action         *
8.      Elect Mr. D.L. Tucker as a Director                           Mgmt       No Action         *
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors and authorize the
        Directors to determine their
        remuneration

- -------------------------------------------------------------------------------------------------------
BP PLC                                                                        Agenda: 700467752
     CUSIP: G12793181                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: GB0007980591
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-elect the Lord Browne of Madingley                         Mgmt       No Action         *
        as a Director
10.     Renew the Directors authority by                              Mgmt       No Action         *
        Article 13 of the Company s Articles
        of Association to allot relevant
        securities up to an aggregate nominal
        amount equal to the Section 80 amount
        of USD 1,820 million; for the period
        ending on the date of the Annual
        General Meeting in 2005 or 14 JUL
        2005, whichever is the earlier
13.     Authorize the Company to use shares                           Mgmt       No Action         *
        held in treasury for the purposes of
        or pursuant to the employee share
        schemes operated by the Company
14.     Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
15.     Determine, in accordance with Article                         Mgmt       No Action         *
        91 of the Company s Articles of
        Association, that the remuneration of
        the Directors shall be such amount as
        the Directors shall decide not
        exceeding in aggregate GBP 2,500,000
        per annum
16.     Receive the report of the Directors                           Mgmt       No Action         *
        and accounts for the YE 31 DEC 2003
2.      Re-elect Dr. B. E. Grote as a                                 Mgmt       No Action         *



3.      Re-elect Mr. H. M. P. Miles as a                              Mgmt       No Action         *
        Director
4.      Re-elect Sir Robin Nicholson as a                             Mgmt       No Action         *
        Director
5.      Re-elect Mr. R. L. Olver as a                                 Mgmt       No Action         *
6.      Re-elect Sir Ian Prosser as a                                 Mgmt       No Action         *
7.      Elect Mr. A. Burgmans as a Director                           Mgmt       No Action         *
8.      Reappoint Ernst & Young LLP as                                Mgmt       No Action         *
        Auditors until the conclusion of the
        next GM before which accounts are
        laid and authorize the Directors to
        set the Auditors remuneration
S.11    Renew the Directors authority by                              Mgmt       No Action         *
        Article 13 of the Company s Articles
        of Association to allot equity
        securities wholly for cash (a) in
        connection with a rights issue; and
        (b) otherwise than in connection with
        a rights issue up to an aggregate
        nominal amount equal to the Section
        89 amount of GBP 273 million; for the
        period ending on the date of the
        Annual General Meeting in 2005 or 14
        JUL 2005, whichever is the earlier
S.12    Authorize the Company generally and                           Mgmt       No Action         *
        unconditionally to make market
        purchases (as defined in Section
        163(3) of the Companies Act 1985) of
        ordinary shares with nominal value of
        USD 0.25 each in the company, provided
        that: (a) the Company does not
        purchase under this authority more
        than 2.2 billion ordinary shares; (b)
        the Company does not pay less than
        $0.25 for each share; and (c) the
        Company does not pay more for each
        share than 5% over the average of the
        middle market price of the ordinary
        shares for the five business days
        immediately preceding the date on
        which the company agrees to buy the
        shares concerned, based on share
        prices and currency exchange rates
        published in the Daily Official List
        of the London Stock Exchange. In
        executing this authority the company
        may purchase shares using any
        currency, including pounds sterling,
        US dollars and euros. This authority
        shall continue for the period ending
        on the date of the AGM in 2005 or 14
        JUL 2005, whichever is the earlier,



        provided that if the Company has
        agreed before this date to purchase
        ordinary shares where these purchases
        will or may be executed after the
        authority terminates (either wholly or
        in part) the Company may complete such
        purchases
S.17.   PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER RESOLUTION: Approve,
        shareholders instruct the company to
        prepare a report disclosing, as
        appropriate, how the company analyses
        and takes steps to control significant
        risks to shareholder value from
        operating in protected and sensitive
        areas, including IUCN Management
        Categories I-IV and Marine Management
        Categories I-V; World Heritage Sites;
        and national parks, monuments, and
        wildlife refuges. These risks include
        operating, financial, and reputation
        risks to the business in general, the
        ability to attract and retain high
        quality staff, and the impact on BP s
        effort in building its reputation as a
        good corporate citizen. The report
        should be available to investors by
        2005
S.9     Amend the Company s Articles of                               Mgmt       No Action         *
        Association (a) with immediate effect,
        by inserting the words, or otherwise
        in accordance with section 95 of the
        Act, into Article 13(B)(ii) directly
        after the word authority; and (b)
        with effect from the conclusion of
        this meeting (or any adjournment of
        it)

- -------------------------------------------------------------------------------------------------------
BPB PLC                                                                       Agenda: 700364235
     CUSIP: G12796101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/23/2003           ISIN: GB0000687078
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the accounts for                            Mgmt       No Action         *
        the year to 31 MAR 2003 together with
        the reports of the Directors and of
        the Auditors on those accounts
2.      Approve the remuneration Committee s                          Mgmt       No Action         *
        report for the year to 31 MAR 2003
3.      Declare a final dividend of 8.9p per                          Mgmt       No Action         *
        share
4.1     Re-elect Lady Balfour of Burleigh as                          Mgmt       No Action         *
        a Director, who retires by rotation
4.2     Re-elect Mr. J.P. Clavel as a                                 Mgmt       No Action         *
        Director, who retires by rotation



4.3     Re-elect Mr. R.J. Cousins as a                                Mgmt       No Action         *
        Director, who retires by rotation
4.4     Re-elect as a Mr. M.V. Higson as a                            Mgmt       No Action         *
        Director, who retires by rotation
4.5     Re-elect as a Mr. P.N. Whithers as a                          Mgmt       No Action         *
        Director, who retires by rotation
5.      Re-elect Mr. G. Acher as a Director                           Mgmt       No Action         *
6.      Re-appoint the Auditors                                       Mgmt       No Action         *
S.7     Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 43 of the Company s Articles
        of Association, to make market
        purchases Section 163 of the Companies
        Act 1985 of up to 49 million shares or
        10% of the Company s issued ordinary
        share capital as at 23 JUL 2003,
        whichever is lower, of 50p each in the
        capital of the Company, at a minimum
        price of 50p and up to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 12 months; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares which will
        or may be executed wholly

- -------------------------------------------------------------------------------------------------------
BAA PLC                                                                       Agenda: 700371913
     CUSIP: G12924109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/18/2003           ISIN: GB0000673409
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the reports of the Directors                          Mgmt       No Action         *
        and the Auditors and the accounts for
        the YE 31 MAR 2003
11.     Approve to increase the maximum                               Mgmt       No Action         *
        aggregate annual sum payable as
        Directors fees pursuant to Article
        81(1) of the Company s Articles of
        Association from GBP 300,000 to GBP
        450,000
2.      Approve the report on Directors                               Mgmt       No Action         *
        remuneration for the YE 31 MAR 2003
3.      Declare a final dividend of 12.7                              Mgmt       No Action         *
        pence per ordinary share of the
4.      Re-appoint Mrs. J. Kong as a Director                         Mgmt       No Action         *
5.      Re-appoint Mr. B.J. Collie as a                               Mgmt       No Action         *
        Director, who retires by rotation



6.      Re-appoint Mr. J.L. Hoerner as a                              Mgmt       No Action         *
        Director, who retires by rotation
7.      Re-appoint Mr. T. Ward as a Director,                         Mgmt       No Action         *
        who retires by rotation
8.      Appoint PricewaterhouseCoopers LLP as                         Mgmt       No Action         *
        the Auditors of the Company in place
        of retiring Auditors, until the
        conclusion of the next general meeting
        at which the accounts are laid before
        the Company, and authorize the
        Directors to determine their
        remuneration
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and pursuant to Section 80
        of the Companies Act 1985, to allot
        relevant securities Section 80 up to
        an aggregate nominal amount of GBP
        230,000,000; Authority expires on 18
        JUL 2008; and authorize the Directors
        to allot relevant securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, pursuant to Section 95(1)
        of the Companies Act 1985, to allot
        equity securities Section 94(2) for
        cash pursuant, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: in connection with a
        rights issue, open offer or other
        offer in favor of ordinary
        shareholders; up to an aggregate
        nominal amount of GBP 53,489,000 being
        53,489,000 ordinary shares of GBP 1
        each; Authority expires on the date of
        next AGM of the Company or 24 JUL 2003;
        and the Directors may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry

- -------------------------------------------------------------------------------------------------------
BRAMBLES INDUSTRIES PLC                                                       Agenda: 700414876
     CUSIP: G1307R101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/21/2003          ISIN: GB0030616733
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the reports and the financial                         Mgmt       No Action         *
        statements of BIL
10.     Re-elect Mr. R.C. Milne to the Board                          Mgmt       No Action         *
        of BIL
11.     Re-elect Mr. R.C. Milne to the Board                          Mgmt       No Action         *
        of BIP
12.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of BIP
13.     Authorize the Directors to set the                            Mgmt       No Action         *
        Auditors fees
14.     Grant authority to allot shares in                            Mgmt       No Action         *
17.     Approve the Dividend Reinvestment                             Mgmt       No Action         *
        Plan by BIL
18.     Approve the Scrip Dividend Scheme by                          Mgmt       No Action         *
        BIP
2.      Receive the reports and the accounts                          Mgmt       No Action         *
        of BIP
3.      Approve the Brambles remuneration                             Mgmt       No Action         *
        report
4.      Re-elect Mr. R.D. Brown to the Board                          Mgmt       No Action         *
        of BIL
5.      Re-elect Mr. R.D. Brown to the Board                          Mgmt       No Action         *
        of BIP
6.      Re-elect Mr. C.K. Chow to the Board                           Mgmt       No Action         *
        of BIL
7.      Re-elect Mr. C.K. Chow to the Board                           Mgmt       No Action         *
        of BIP
8.      Re-elect Sir David Lees to the Board                          Mgmt       No Action         *
        of BIL
9.      Re-elect Sir David Lees to the Board                          Mgmt       No Action         *
        of BIP
S.15    Approve to dissaply pre-emption                               Mgmt       No Action         *
        rights in BIP
S.16    Grant authority to buy-back shares in                         Mgmt       No Action         *
        BIP
S.19    Amend the Articles of Association of                          Mgmt       No Action         *
        BIP

- -------------------------------------------------------------------------------------------------------
BRITISH AIRWAYS PLC                                                           Agenda: 700382916
     CUSIP: G14980109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/15/2003           ISIN: GB0001290575
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the accounts for                            Mgmt       No Action         *
        the YE 31 MAR 2003, together with the
        report of the Directors
2.      Approve the remuneration report                               Mgmt       No Action         *
        contained within the report and
        accounts for the YE 31 MAR 2003



4.      Re-elect Mr. Roderick Eddington as a                          Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Article 87 of the
        Company s Articles of Association
5.      Re-elect Mr. Martin Broughton as a                            Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Article 87 of the
        Company s Articles of Association
6.      Re-elect Baroness O Cathain as a                              Mgmt       No Action         *
        Director of the Company until the
        next AGM, who retires in accordance
        with Article 87 of the Company s
        Articles of Association
7.      Re-elect Dr. Martin Read as a                                 Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Article 87 of the
        Company s Articles of Association
8.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditor of the Company
9.      Authorize the Directors to determine                          Mgmt       No Action         *
        the Auditors remuneration
S.10    Approve, pursuant to Sections 80 and                          Mgmt       No Action         *
        95 of the Companies Act 1985, that the
        authority and power to allot shares,
        conferred on the Directors by Article
        11(B) of the Company s Articles of
        Association be renewed for the period
        ending on the earlier of the date on
        which a resolution relating to such
        authority and power is put in the
        general meeting on 15 JUL 2008 and the
        prescribed amount shall be GBP 89
        million and as per Section 89 shall be
        GBP 13.5 million
S.3     Approve that the Article 78 of the                            Mgmt       No Action         *
        Company s Articles of Association
        shall be substituted with the
        replacement Article 78

- -------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC                                                  Agenda: 700477107
     CUSIP: G1510J102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: GB0002875804
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 DEC 2003
2.      Approve the remuneration report of                            Mgmt       No Action         *
        the Directors for the YE 31 DEC 2003
3.      Declare a final dividend of 27p per                           Mgmt       No Action         *
        ordinary share and convertible
        redeemable preference share on an as
        converted basis in respect of the
        YE 31 DEC 2003



4.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Company s Auditors
5.      Authorize the Directors to fix the                            Mgmt       No Action         *
        Auditors remuneration
6.a     Re-appoint Mr. Paul Adams as a                                Mgmt       No Action         *
6.b     Re-appoint Mr. Antonio Monteiro de                            Mgmt       No Action         *
        Castro as a Director
6.c     Re-appoint Mr. Jan du Plessis as a                            Mgmt       No Action         *
        Director
6.d     Re-appoint Mr. K.S. Wong as a                                 Mgmt       No Action         *
S.7     Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to 207.7
        million ordinary shares of 25p each in
        the capital of the Company ordinary
        shares, at a minimum price of 25p and
        an amount equal to105% of the average
        of the middle market prices for
        ordinary share derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly
S.8.a   Amend the Company s Articles of                               Mgmt       No Action         *
        Association in accordance with the
        Treasury Shares
S.8.b   Amend the Company s Articles of                               Mgmt       No Action         *
        Association by deleting GBP 1,000,000
        in Article 81 and replacing with new
        GBP 2,000,000 in accordance with the
        Directors fees

- -------------------------------------------------------------------------------------------------------
BRITISH SKY BROADCASTING GROUP PLC                                            Agenda: 700415638
     CUSIP: G15632105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/14/2003          ISIN: GB0001411924
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the financial                               Mgmt       No Action         *
        statements for the YE 30 JUN 2003,
        together with the report of the
        Directors and the Auditors thereon
10.     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organization and to incur
        EU political expenditure up to a



        maximum aggregate amount of GBP
        200,000;  Authority expires at the
        conclusion of the next AGM of the
        Company; the Company, before the
        expiry, may make a donation to EU
        Political organization and incur EU
        political expenditure which will or
        may be executed wholly or partly
11.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, pursuant to and in
        accordance with Section 80 of the
        Companies Act 1985, to allot relevant
        securities up to an aggregate nominal
        amount of GBP 19,000,000 33% of the
        nominal issued share capital;
        Authority expires at the conclusion of
        the next AGM; and the Directors may
        allot relevant securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
2.      Elect Mr. Lord Wilson of Dinton as a                          Mgmt       No Action         *
        Director
3.      Elect Mr. James Murdoch as a Director                         Mgmt       No Action         *
4.      Elect Mr. Chase Carey as a Director                           Mgmt       No Action         *
5.      Re-appoint Mr. David Evans as a                               Mgmt       No Action         *
        Director
6.      Re-appoint Mr. Lord St. John of                               Mgmt       No Action         *
        Fawsky as a Director
7.      Re-appoint Mr. Martin Stewart as a                            Mgmt       No Action         *
        Director
8.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors and authorize the
        Directors to agree their remuneration
9.      Receive the remuneration report of                            Mgmt       No Action         *
        the Directors for the YE 30 JUN 2003
S.12    Authorize the Directors to allot                              Mgmt       No Action         *
        shares for cash on non pre-emptive
        basis up to a maximum nominal value
        of GBP 48,000,000  5% of the nominal
        issued ordinary share capital of the
        Company as at 09 SEP 2003
S.13    Authorize the Directors to reduce the                         Mgmt       No Action         *
        Company s share premium account
        approximately GBP 2.5 billion by GBP
        1.120 billion; to utilized this amount
        to write down the accumulated losses
        in the Company s balance sheet,
        thereby removing the deficit as at 30
        JUN 2003 and allowing the Company to
        build up its distributable



- -------------------------------------------------------------------------------------------------------
BT GROUP PLC                                                                  Agenda: 700383970
     CUSIP: G16612106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/16/2003           ISIN: GB0030913577
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 MAR 2003
12.     Authorize the British                                         Mgmt       No Action         *
        Telecommunications PLC, a wholly-
        owned subsidiary of the Company to
        make donations to EU political
        organizations, not exceeding GBP
        100,000;  Authority expires at the
        conclusion of the next AGM in 2004
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 MAR 2003
3.      Approve to pay a final dividend of                            Mgmt       No Action         *
        4.25 pence per share payable on 08
        SEP 2003 to the holders of ordinary
        shares as on 08 AUG 2003
4.      Re-elect Sir Anthony Greener as a                             Mgmt       No Action         *
        Director
5.      Re-elect Mr. Louis Mughes as a                                Mgmt       No Action         *
6.      Re-elect Mr. Maarten van den Bergh as                         Mgmt       No Action         *
        a Director
7.      Elect Mr. Clayton Brendish as a                               Mgmt       No Action         *
        Director
8.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which the accounts are
        laid and authorize the Directors to
        fix their remuneration
9.      Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        74 of the Company s Articles of
        Association and for such period
        Section 80 amount shall be GBP 143
        million 33% of the issued share
        capital of the Company; Authority
        expires on 15 OCT 2004
S.10    Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by
        Articles 74 of the Company s Articles
        of Association to allot shares and
        for such period the Section 89 amount
        shall be GBP 21 million 5% of the
        issued share capital of the Company;
        Authority expires on 15 OCT 2004



S.11    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to 867
        million shares of 5p each in the
        capital of the Company, at a minimum
        price of 5p and up to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company in 2004 or 15 OCT 2004; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry

- -------------------------------------------------------------------------------------------------------
BUNZL PLC                                                                     Agenda: 700478630
     CUSIP: G16968102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: GB0001540045
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the accounts for                          Mgmt       No Action         *
        the YE 31 DEC 2003 together with the
        reports of the Directors and the
        Auditors
11.     Approve the rules of Part A of the                            Mgmt       No Action         *
        Bunzl Long Term Incentive Plan 2004
        and authorize the Directors to make
        such modification as they deem
        necessary or desirable for the
        purposes of implementing and giving
        effect and to establish such schedules
        to Part A and/or such other plans
        based on Part A to take account of
        local tax, exchange control or
        securities Law outside the UK,
        provided that any shares made
        available under such schedules or
        plans treated as counting against the
        relevant individual or overall
        dilution limits in Part A
12.     Approve the rules of Part B of the                            Mgmt       No Action         *
        Bunzl Long Term Incentive Plan 2004
        and authorize the Directors to make
        such modification as they deem
        necessary or desirable for the
        purposes of implementing and giving
        effect and to establish such schedules
        to Part B and/or such other plans
        based on Part B to take account of
        local tax, exchange control or
        securities Law outside the UK,
        provided that any shares made



        available under such schedules or
        plans treated as counting against the
        relevant individual or overall
        dilution limits in Part B
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-appoint Mr. M.J. Roney as a                                Mgmt       No Action         *
4.      Re-appoint Mr. A.P. Dyer as a                                 Mgmt       No Action         *
5.      Re-appoint Mr. J.F. Harris as a                               Mgmt       No Action         *
        Director
6.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors at a rate of remuneration
        determined by the Directors
7.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
8.      Authorize the Directors of the                                Mgmt       No Action         *
        Company, in substitution for any
        existing authority, to allot relevant
        securities Section 80 of the
        Companies Act 1985 up to an
        aggregate nominal amount of GBP
        40,800,000;  Authority expires at the
        conclusion of the AGM of the Company;
        and the Directors may allot
        relevant securities after the expiry
        of this authority in pursuance of
        such an offer or agreement made prior
        to such expiry
S.10    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 166 of the Companies Act
        1985, to make market purchases
        Section 163(3)  of up to 44,850,000
        ordinary shares of 25p each in the
        capital of the Company, at a minimum
        price of 25p and not more than 5%
        above the average of the closing
        middle market quotations for such
        shares derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 18 NOV 2005; the Company,
        before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
S.9     Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 8 and
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94  for cash and
        to sell treasury shares wholly for
        cash, disapplying the statutory pre-



        emption rights Section 89(1),
        provided that this power is limited
        to the allotment or sale of equity
        securities: a) in connection with a
        rights issue in favor of ordinary
        shareholders; b) up to an aggregate
        nominal amount of GBP 5,606,260;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company; and the Directors may allot
        equity securities after the expiry
        of this authority in pursuance of
        such an offer or agreement made prior
        to such expiry

- -------------------------------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC                                                         Agenda: 700500829
     CUSIP: G17444152                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: GB0006107006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited financial                                 Mgmt       No Action         *
        statements for the 52 weeks ended 28
        DEC 2003 and the reports of the
        Directors and the Auditors thereon
10.     Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
11.     Authorize the Directors to allot                              Mgmt       No Action         *
        relevant securities Section 80 of
        the Companies Act 1985 up to an
        aggregate nominal amount of GBP 85.27
        million;  Authority expires at the
        conclusion of the next AGM of the
        Company; and the Directors may allot
        relevant securities after the expiry
        of this authority in pursuance of
        such an offer or agreement made prior
        to such expiry
14.     Amend the rules of the Cadbury                                Mgmt       No Action         *
        Schweppes Share Option Plan 1994
15.     Amend the rules of the Cadbury                                Mgmt       No Action         *
        Schweppes PLC 1997 Long Term
        Incentive Plan
16.     Approve the Cadbury Schweppes PLC                             Mgmt       No Action         *
        Bonus Share Retention Plan 2004 and
        authorize the Directors to do all
        such acts and things as necessary to
        establish and carry it into effect
        and to vote and be counted in the
        quorum on any matter connected with
        the Plan except that no Director may
        vote or be counted in the quorum in
        respect of his own participation any
        prohibition on voting or counting in
        the quorum contained in Articles of
        Association of the Company



17.     Amend the rules of the Cadbury                                Mgmt       No Action         *
        Schweppes Irish Employee Share
        Scheme, the Cadbury Schweppes Irish
        AVC Savings Related Share Option
        Scheme, the Cadbury Schweppes Irish
        Savings Related Share Option Scheme,
        the Cadbury Schweppes Irish Savings
        Related Share Option Scheme 1982, the
        Cadbury Schweppes Irish Savings
        Related Share Option Scheme 1998, the
        Cadbury Schweppes United States and
        Canada Employee Stock Purchase Plan
        1994, the Choices Share Incentive
        Plan and the Cadbury Schweppes Asia
        Pacific Employee Share Acquisition
18.     Authorize the Directors to establish                          Mgmt       No Action         *
        a further plan or plans containing
        such provisions as the Directors
        decide subject to: a) such plan or
        plans must operate within the limits
        on the number of new ordinary shares
        which made available from time to time
        under the Company s other employee
        share plans existing plans; b) such
        plan or plans must, except to the
        extent necessary or desirable to take
        account of overseas tax, securities or
        exchange control laws, contain
        limitations so as to ensure, so far as
        the Directors consider practicable,
        the participants in such or plans
        obtain no greater benefit than
        employees participating in the
        existing plans; and c) once
        established, the provisions of such
        plan or plans may not amended without
        the prior approval of the Company in
        general meeting if such approval would
        be required to amend the comparable
        provisions in the existing plans; and
        authorize the Directors to do all such
        acts and things as necessary to
        establish and carry it into effect and
        to vote and be counted in the quorum
        on any matter connected with the Plan
        except that no Director may vote or be
        counted in the quorum in respect of
        his own participation any prohibition
        on voting or counting in the quorum
        contained in Articles of Association
2.      Declare the recommended final                                 Mgmt       No Action         *
        dividend 2003
3.      Approve the Directors remuneration                            Mgmt       No Action         *
        report



4.      Re-appoint Mr. John Sunderland as a                           Mgmt       No Action         *
        Director
5.      Re-appoint Mr. Ken Hanna as a                                 Mgmt       No Action         *
6.      Re-appoint Mr. Rick Braddock as a                             Mgmt       No Action         *
        Director
7.      Re-appoint Mr. Roger Carr as a                                Mgmt       No Action         *
8.      Re-appoint Mr. David Thompson as a                            Mgmt       No Action         *
        Director
9.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors
S.12    Authorize the Directors to allot                              Mgmt       No Action         *
        equity securities Section 94(2) of the
        Companies Act 1985 for cash pursuant
        to the authority conferred by
        Resolution 11and/or where such
        allotment constitutes an allotment of
        equity securities by virtue of Section
        94(3A) of the Companies Act 1985,
        disapplying the statutory pre- emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: i) in connection
        with a rights issue in favor of
        ordinary shareholders; b) up to an
        aggregate nominal amount of GBP 12.92
        million; Authority expires at the
        conclusion of the next AGM of the
        Company; and the Directors may allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.13    Authorize the Company, pursuant to                            Mgmt       No Action         *
        and in accordance with Section 166 of
        the Companies Act 1985, to make market
        purchases Section 163(3) which has a
        total nominal value of GBP 25.84
        ordinary shares of, at a minimum
        price, exclusive of expenses, equal to
        the nominal value of each ordinary
        share and the maximum price, exclusive
        of expenses, amount equal to 105% of
        the average of the middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires at
        the conclusion of the next AGM of the
        Company; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry



- -------------------------------------------------------------------------------------------------------
CAPITA GROUP PLC                                                              Agenda: 700481891
     CUSIP: G1846J107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: GB0001734747
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors
        thereon for the YE 31 DEC 2003
2.      Receive and approve the Directors                             Mgmt       No Action         *
        remuneration report for the YE 31 DEC
        2003
3.      Declare a final dividend of 2.7p per                          Mgmt       No Action         *
        ordinary share of the Company
4.      Re-elect Mr. R.M. Aldridge as a                               Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Articles of Association
5.      Re-elect Mr. P.E.B. Cawdron as a                              Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Articles of Association
6.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors of the Company
7.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of Ernst & Young LLP
8.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and in accordance with
        Section 80(1) of the Companies Act
        1985, to allot relevant securities
        Section 80(2)  up to an aggregate
        nominal amount of GBP 4,403,547;
        Authority expires at the conclusion
        of the AGM of the Company; and the
        Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.10    Authorize the Company, in accordance                          Mgmt       No Action         *
        with the Articles of Association of
        the Company, to make market purchases
        Section 163(3) of the Companies Act
        1985 of up to 66,720,159 ordinary
        shares of the Company, at a minimum
        price equal to the nominal value of
        such share and up to 105% of the
        average middle market quotations for
        ordinary share in the Company derived
        from the London Stock Exchange Daily
        Official List, over the previous 5



        business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company in 2005 or 18
        months; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry; all shares purchased
        pursuant to the authority conferred by
        this resolution either be cancelled
        immediately on completion of the
        purchase or held, sold, transferred or
        otherwise dealt with as treasury
        shares in accordance with the
        provisions of the Companies
S.9     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
</Table>

<Table>
     
        to allot equity securities Section
        94(2) for cash pursuant to the
        authority conferred by Resolution 8,
        disapplying the statutory pre-emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: a) in connection
        with a rights issue, open offer or
        other offer of securities in favor of
        ordinary shareholders; and b) up to an
        aggregate nominal amount of GBP
        667,207; Authority expires upon the
        expiry of authority conferred by
        Resolution 8; and the Directors may
        allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry

- -------------------------------------------------------------------------------------------------------
CARNIVAL PLC                                                                  Agenda: 700465479
     CUSIP: G19081101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: GB0031215220
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-elect Mr. Micky Arison as a                                Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
10.     Re-elect Mr. John P. McNulty as a                             Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
11.     Re-elect Mr. Peter Ratcliffe as a                             Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
12.     Re-elect Sir John Parker as a                                 Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.



13.     Re-elect Mr. Stuart Subotnick as a                            Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
14.     Re-elect Mr. Uzi Zucker as a Director                         Mgmt       No Action         *
        of Carnival Corporation and as a
        Director of Carnival Plc.
15.     Appoint PricewaterhouseCoopers LLP as                         Mgmt       No Action         *
        independent Auditors of Carnival Plc
        for the ensuing year and ratify the
        selection of PricewaterhouseCoopers
        LLP as independent certified public
        accountants of Carnival Corporation
        for the ensuing year
16.     Authorize the Audit Committee of the                          Mgmt       No Action         *
        Board of Directors of Carnival Plc to
        agree the remuneration of the
        Independent Auditors
17.     Receive the UK accounts of Carnival                           Mgmt       No Action         *
        Plc and the reports of the Directors
        and the Auditors of Carnival Plc for
        the financial period ended 30 NOV
18.     Approve the Directors remuneration                            Mgmt       No Action         *
        report of Carnival Plc as set out in
        the accounts and the reports of the
        Directors and the Auditors for the
        financial period ended 30 NOV 2003
19.     Approve to renew the authority and                            Mgmt       No Action         *
        power conferred on the Directors by
        Article 30 of Carnival s Plc s
        Articles of Association for a period
        commencing at the end of the meeting
        and expiring at the end of the next
        AGM of Carnival Plc after the date on
        which this resolution is passed and
        for that period Section 80 amount
        shall be USD 24,299,397
2.      Re-elect Ambassador Richard G. Capen,                         Mgmt       No Action         *
        Jr. as a Director of Carnival
        Corporation and as a Director of
        Carnival Plc.
3.      Re-elect Mr. Robert H. Dickinson as a                         Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
4.      Re-elect Mr. Arnold W. Donald as a                            Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
5.      Re-elect Mr. Pier Luigi Foschi as a                           Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
6.      Re-elect Mr. Howard S. Frank as a                             Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
7.      Re-elect Baroness Hogg as a Director                          Mgmt       No Action         *
        of Carnival Corporation and as a
        Director of Carnival Plc.



8.      Re-elect Mr. A. Kirk Lanterman as a                           Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
9.      Re-elect Mr. Modesto A. Maidique as a                         Mgmt       No Action         *
        Director of Carnival Corporation and
        as a Director of Carnival Plc.
S.20    Approve to renew the power confered                           Mgmt       No Action         *
        on the Directors by Article 31 of
        Carnival Plc s Articles of
        Association, subject to the passing
        of resolution 19, for a period
        commencing at the end of the meeting
        and expiring at the end of the next
        AGM of Carnival Plc after the date on
        which this resolution is passed and
        for that period Section 89 amount
        shall be USD 17,535,030

- -------------------------------------------------------------------------------------------------------
CENTRICA PLC                                                                  Agenda: 700485661
     CUSIP: G2018Z127                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/10/2004           ISIN: GB0005734388
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 DEC 2003
12.     Authorize the Company, in accordance                          Mgmt       No Action         *
        with Section 347C of the Companies Act
        1985, to make donations to EU
        political organization 347A and to
        incur EU political expenditure 347A up
        to a maximum aggregate amount of GBP
        125,000; Authority expires the earlier
        of the conclusion of AGM in 2005 or 09
        AUG 2005
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 31 DEC 2003
3.      Declare a final dividend of 3.7 pence                         Mgmt       No Action         *
        per ordinary share, payable to
        shareholders on the Register of
        Members on 30 APR 2004
4.      Re-elect Mr. Phil Bentley as a                                Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with the Company s
        Articles of Association
5.      Re-elect Mr. Mark Clare as a Director                         Mgmt       No Action         *
        of the Company, who retires in
        accordance with the Company s Articles
        of Association
6.      Re-elect Mr. Roger Carr as a Director                         Mgmt       No Action         *
        of the Company, who retires in
        accordance with the Company s Articles
        of Association



7.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company
8.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
S.10    Approve to renew the authority                                Mgmt       No Action         *
        granted to the Directors to allot
        equity securities by Article 13.5 of
        the Company s Articles of Association
        and subject to the passing of
        Resolution S.9, disapplying the
        statutory pre-emption rights Section
        89(1) of the Companies Act 1985,
        provided that this power is limited to
        the allotment of equity securities: a)
        in connection with a rights issue in
        favor of ordinary shareholders; b) up
        to an aggregate nominal amount of GBP
        11,850,317 5% of the issued share
        capital; Authority expires the
        earlier of the conclusion of AGM in
        2005 or 09 AUG 2005; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior to such expiry
S.11    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 10 of the Company s Articles
        of Association, to make market
        purchases Section 163(3) of the
        Companies Act 1985  of up to
        426,611,414 million ordinary shares
        of 5.56 pence each in the capital of
        the Company, at a minimum price of
        5.56 pence and up to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of AGM in 2005 or 09 AUG
        2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will
        or may be executed wholly or partly
S.9     Approve to renew the authority                                Mgmt       No Action         *
        granted to the Directors to allot
        relevant securities by Article 13.3 of
        the Company s Articles of Association
        Section 80 of the Companies Act 1985
        up to an aggregate nominal amount of
        GBP 37,993,659 16.03% of the issued
        ordinary share capital on 27 FEB 2004;



        Authority expires the earlier of the
        conclusion of AGM in 2005 or 09 AUG
        2005; and the Directors may allot
        relevant securities after the expiry
        of this authority in pursuance of such
        an offer or agreement

- -------------------------------------------------------------------------------------------------------
CHEUNG KONG INFRASTRUCTURE HOLDINGS LTD                                       Agenda: 700471270
     CUSIP: G2098R102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: BMG2098R1025
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited Financial                                 Mgmt       No Action         *
        Statements and the Reports of the
        Directors and Auditors for the YE 31
        DEC 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Elect the Directors                                           Mgmt       No Action         *
4.      Appoint Auditors and authorize the                            Mgmt       No Action         *
        Directors to fix their remuneration
5.1     Approve the mandate unconditionally                           Mgmt       No Action         *
        given to the Directors to issue and
        dispose of additional shares not
        exceeding 20%, of the existing issued
        share capital of the Company at the
        date of the Resolution until the
        next AGM
5.2     Approve the (a)subject to paragraph                           Mgmt       No Action         *
        (b) below, the exercise by the
        Directors during the Relevant Period
        of all the powers of the Company to
        repurchase shares of HKD1.00 each in
        the capital of the Company in
        accordance with all applicable laws
        and the requirements of the Rules
        Governing the Listing of Securities on
        the Stock Exchange of HK Limited or of
        any other stock exchange as amended
        from time to time, be and is hereby
        generally and unconditionally
        approved; (b)the aggregate nominal
        amount of shares of the Company to be
        repurchased by the Company pursuant to
        the approval in paragraph (a) above
        shall not exceed 10% of the aggregate
        nominal amount of the share capital of
        the Company in issue at the date of
        this resolution, and the said approval
        shall be limited accordingly; and
        (c)for the purposes of this
        resolution, Relevant Period means the
        period from the passing of



        this Resolution until whichever is the
        earliest of: (i)the conclusion of the
        next AGM of the Company; (ii)the
        expiration of the period within the
        next AGM of the Company is required by
        law to be held; and (iii)the date on
        which the authority set out in this
        resolution is revoked or varied by an
        Ordinary Resolution of the
        shareholders in general meeting
5.3     Approve the general mandate granted                           Mgmt       No Action         *
        to the Directors to issue and dispose
        of additional shares pursuant to
        Ordinary Resolution No. 5(1) set out
        in the notice convening this meeting
        be and is hereby extended by the
        addition thereto of an amount
        representing the aggregate nominal
        amount of the share capital of the
        Company repurchased by the Company
        under the authority granted pursuant
        to Ordinary Resolution No. 5(2) set
        out in the notice convening this
        meeting, provided that such amount
        shall not exceed 10% of the aggregate
        nominal amount of the issued shared
        capital of the Company at the date of
        the said Resolution

- -------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC                                                             Agenda: 700447964
     CUSIP: G23296182                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/16/2004           ISIN: GB0005331532
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve adopt the                                 Mgmt       No Action         *
        financial statements of the Company
        for the FYE 30 SEP 2003 and the
        reports of the Directors and the
        Auditors
10.     Approve to amend the rules of the                             Mgmt       No Action         *
        Compass Group UK Saving-Related Share
        Option Scheme, the Compass Group Share
        Option Scheme Plan, the Compass Group
        Management Share Option Plan and the
        Compass Group Long-Term Incentive Plan
        and authorize the Directors to take
        all actions which they consider
        necessary or expedient in connection
        with the implementation of the
        amendments
2.      Approve the Remuneration Committee s                          Mgmt       No Action         *
        report for the FYE 30 SEP 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        Company s ordinary shares for the FYE
        30 SEP 2003



4.      Re-elect Mr. Michael Bailey as a                              Mgmt       No Action         *
        Director
5.      Re-elect Mr. Denis P. Cassidy as a                            Mgmt       No Action         *
        Director
6.      Re-elect Sir Francis H. Mackay as a                           Mgmt       No Action         *
        Director
7.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors
8.      Authorize the Directors to determine                          Mgmt       No Action         *
        the Auditors remuneration
9.      Authorize the Company and any Company                         Mgmt       No Action         *
        which is or becomes a subsidiary of
        the Company during the period to which
        this resolution relates, to make
        donations to EU political organization
        and to incur EU political expenditure
        up to a maximum aggregate amount of
        GBP 125,000;
S.11    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section
        94(2) and Section 94(3A) for cash
        pursuant to the authority conferred by
        Resolution 7 of AGM of the Company
        held on 15 FEB 2002, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: i) in connection with a
        rights issue in favor of ordinary
        shareholders; ii) up to an aggregate
        nominal amount of GBP 10.8 million
        consisting of 108 million ordinary
        shares of 10 pence each in the capital
        of the Company; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 15 MAY 2005;
        and the Directors may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.12    Authorize the Directors, Pursuant to                          Mgmt       No Action         *
        Article 45 of the Company s Articles
        of Association and in accordance with
        Section 166 of the Companies Act 1985,
        to make market purchases Section 163
        of up to 216,887,191 10% of the
        Company s issued ordinary share
        capital as at 01 DEC 2004 ordinary
        shares of 10 pence each in the capital
        of the Company, at a minimum price
        exclusive of



        expenses of 10 pence and up to
        exclusive of expenses 105% of the
        average middle market quotations for
        an ordinary share derived from the
        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the next AGM of the
        Company or 15 AUG 2005; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares which will
        or may be executed wholly

- -------------------------------------------------------------------------------------------------------
CRH PLC                                                                       Agenda: 700489544
     CUSIP: G25508105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: IE0001827041
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Company s financial                               Mgmt       No Action         *
        statements and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a dividend on the ordinary                            Mgmt       No Action         *
        shares
3.a     Re-elect Mr. D.M. Kennedy as a                                Mgmt       No Action         *
        Director in accordance with Article
3.b     Re-elect Mr. P.J. Molloy as a                                 Mgmt       No Action         *
        Director in accordance with Article
3.c     Re-elect Mr. W.I. O Mahony as a                               Mgmt       No Action         *
        Director in accordance with Article
3.d     Re-elect Mr. D.W. Dayle as a Director                         Mgmt       No Action         *
        in accordance with Article 109
3.e     Re-elect Mr. J.M. De Jong as a                                Mgmt       No Action         *
        Director in accordance with Article
3.f     Re-elect Mr. M. Lee as a Director in                          Mgmt       No Action         *
        accordance with Article 109
3.g     Re-elect Mr. T.V. Neill as a Director                         Mgmt       No Action         *
        in accordance with Article 109
4.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
6.      Authorize the Directors pursuant to                           Mgmt       No Action         *
        Article 135(b) of the Articles of
        Association of the Company to offer
        to the holders of ordinary shares in
        the capital of the Company the right
        to elect to receive an allotment of
        additional ordinary shares credited
        as fully paid instead of cash in
        respect of all or part of any
        dividend or dividends falling to be
        declared or paid during the period
        commencing on the date of adoption of
        this resolution;  Authorization
        expires on the date of AGM in 2009



S.10    Authorize the Company to purchase                             Mgmt       No Action         *
        ordinary shares Section 212 of the
        Companies Act, 1990 subject to passing
        of Resolution 9; Authorization expires
        at the close of business on the
        earlier date of the AGM in 2005 or 04
        AUG 2005
S.11    Authorize the Company to re-issue                             Mgmt       No Action         *
        treasury shares Section 212 of the
        Companies Act, 1990 subject to passing
        of Resolution 9; Authorization expires
        at the close of business on the
        earlier date of the AGM in 2005 or 04
        AUG 2005
S.5     Authorize the Directors of the                                Mgmt       No Action         *
        Company in pursuant to the Article
        11(e) of the Articles of Association
        of the Company to allot equity
        securities for cash and in respect of
        sub-paragraph (III) thereof up to an
        aggregate value of EUR 8,968,000;
        Authorization expires earlier the date
        of AGM in 2005 or 04 AUG 2005
S.7     Amend Article 14 of the Articles of                           Mgmt       No Action         *
        Association of the Company by
        deleting and adding the new article
S.8     Amend Article 153 of the Articles of                          Mgmt       No Action         *
        Association of the Company
S.9     Amend Article 62 of the Articles of                           Mgmt       No Action         *
        Association of the Company

- -------------------------------------------------------------------------------------------------------
DAVIS SERVICE GROUP PLC (FORMERLY GODFREY                                     Agenda: 700472208
DAVIS HOLDINGS PLC)
     CUSIP: G26796105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: GB0002572716
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        financial statements and the reports
        of the Directors
2.      Approve the report on the Directors                           Mgmt       No Action         *
        remuneration
3.      Declare the dividend recommended by                           Mgmt       No Action         *
        the Directors
4.      Re-elect Mr. N.W. Benson as a                                 Mgmt       No Action         *
5.      Re-elect Mr. I.R. Dye as a Director                           Mgmt       No Action         *
6.      Re-appoint PricewaterhouseCoopers as                          Mgmt       No Action         *
        the Auditors and authorize the
        Directors to determine their
        remuneration



7.      Approve that the individual limit on                          Mgmt       No Action         *
        the Directors fees set out in the
        Company s Articles of Association be
        increased from GBP 50,000 to GBP
8.      Authorize the Directors, in                                   Mgmt       No Action         *
        revocation for any existing authority
        of Section 80 of the Companies Act
        1985 Act, to allot relevant
        securities, up to an aggregate nominal
        amount of GBP 16,775,000; Authority
        expires at the conclusion of the next
        AGM of the Company or 15 months; and
        the Directors may allot relevant
        securities after such expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.10    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985  Act, to make
        market purchases Section 163(3)  of
        up to 20,130,000 ordinary shares of
        25 pence each in the capital of the
        Company, at a minimum price of 25
        pence and up to 105% of the average
        of the middle market quotations of
        the Company s ordinary shares as
        derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 business days;
        Authority expires the earlier of the
        next AGM of the Company or 18 months
S.9     Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of previous resolution,
        and pursuant to Section 95 of the
        Companies Act 1985 Act, to allot
        equity securities Section 94 for cash
        pursuant to the authority conferred by
        the previous resolution, disapplying
        the statutory pre- emption rights
        Section 89(1) as specified, to any
        such allotment provided that this
        power is limited to the allotment of
        equity securities in connection with a
        rights issue in favor of ordinary
        shareholders; and up to an aggregate
        nominal value of GBP 2,516,000;
        Authority expires of the conclusion of
        the next AGM of the Company; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior to such expiry



- -------------------------------------------------------------------------------------------------------
DCC PLC                                                                       Agenda: 700371850
     CUSIP: G2689P101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/8/2003            ISIN: IE0002424939
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        statements for the YE 31 MAR 2003
        together with the reports of the
        Directors and the Auditors thereon
10.     Transact any other business                                   Other      No Action         *
2.      Declare a final dividend of 17.958                            Mgmt       No Action         *
        cent per ordinary share for the YE 31
        MAR 2003
3.a     Re-elect Mr. Tommy Breen as a                                 Mgmt       No Action         *
        Director, who retires in accordance
        with Article 10 of the Articles of
        Association
3.b     Re-elect Mr. Paddy Gallugher as a                             Mgmt       No Action         *
        Director, who retires in accordance
        with Article 10 of the Articles of
        Association
3.c     Re-elect Mr. Fergal O                                         Mgmt       No Action         *
        Dwyer as a Director, who retires in
        accordance with Article 10 of the
        Articles of Association
4.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
5.      Authorize the Directors, for the                              Mgmt       No Action         *
        purpose of Section 20 of the Companies
        Act 1983, to allot relevant securities
        Section 10(10) up to an aggregate
        nominal amount of EUR 7,352,400 1/3 of
        the issued share capital of the
        Company; Authority expires at the
        conclusion of the next AGM of the
        Company or 07 OCT 2004; and the
        Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.6     Authorize the Directors of the                                Mgmt       No Action         *
        Company, pursuant to Section 24 of the
        Companies Act 1983, to allot equity
        securities Section 23 of the Company
        for cash pursuant to the authority
        conferred given by Resolution 5,
        disapplying the statutory pre-emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: a) in connection
        with any rights issue in favor of
        ordinary shareholders; b) up to an
        aggregate nominal amount of EUR
        1,102,800 5%



        of the issued share capital;
        Authority expires at the conclusion of
        the next AGM of the Company or 07 OCT
        2004; and the Directors may allot
        equity securities after the expiry of
        this authority
S.7     Authorize the Company and/or any                              Mgmt       No Action         *
        subsidiary of the Company Section 155
        of the Companies Act, 1963, to make
        market purchases Section 212 of the
        Companies Act, 1990 of shares of any
        class of the Company subject to the
        provisions of the Companies Act, 1990,
        shall not exceed 10% of the aggregate
        nominal value of the issued share
        capital of the Company at the close of
        business at the date of passing of
        this Resolution and, at a minimum
        price equal to the nominal value of
        the share and the maximum price equal
        to 105% of the average of the five
        amounts resulting for such shares
        derived from the Irish Stock Exchange
        Daily Official List, over the previous
        5 business days: i) if there shall be
        more than one dealing reported for the
        day, the average of the prices at
        which such dealings took place; or ii)
        if there shall be only one dealing
        reported for the day, the price at
        which such dealing took place; or iii)
        if there shall not be any dealing
        reported for the day, the average of
        the high and low market guide price
        for that day and if there shall be
        only a high but not a low or only a
        low but not a high market guide price
        reported, or if there shall not be any
        market guide price reported for any
        particular day then that day shall not
        count as one of the said five business
        days for the purpose of determining
        the maximum price, if the means of
        providing the foregoing information as
        to dealings and prices by reference to
        which the maximum price is to be
        determined is altered or is replaced
        by some other means, then the maximum
        price shall be determined on the basis
        of the equivalent information
        published by the relevant authority in
        relation to dealings on the Irish
        Stock Exchange or its equivalent; if
        the London Stock Exchange is
        prescribed as a recognized stock
        exchange for the



        purposes of Section 212 of the
        Companies Act, 1990 with effect, the
        authority conferred by this resolution
        include authority to make market
        purchase of shares on the London Stock
        Exchange, provided that A) subject to
        any requirements of the laws of the
        United Kingdom of Great Britain and
        Northern Ireland; and B) the maximum
        price which may be paid for any shares
        so purchased be determined in
        accordance with paragraph (c) of this
        resolution but deleting from the
        paragraph the reference to the Irish
        Stock Exchange Daily Official List and
        inserting instead a reference to the
        Daily Official list of the London
        Stock Exchange and deleting from the
        paragraph sub-paragraph; iii) if there
        shall not be any dealing reported for
        the day, the average of the prices
        quoted under the heading Quotation in
        respect of the share for that day and
        if there shall not be any Quotation
        reported for any particular day then
        that day shall not count as one of the
        said five business days for the
        purposes of determining the maximum
        price and deleting from the last line
        of paragraph (c) the reference to the
        Irish Stock Exchange and inserting
        instead a reference to the London
        Stock Exchange; Authority expires the
        earlier of the date of the next AGM of
        the Company or 07 JAN 2005; and the
        Company or any such subsidiary, before
        the expiry, may make a contract to
        purchase ordinary shares
S.8     Authorize the Company and/or any of                           Mgmt       No Action         *
        its subsidiaries, for the purposes of
        Section 209 of the Companies Act 1990
        1990 Act, the re-issue price range at
        which ordinary shares of EUR 0.25 in
        the capital of the Company Shares held
        as treasury shares Section 209
        Treasury Shares be re- issued
        off-market be as follows: a) the
        maximum price at which any such share
        be re-issued off-market be an amount
        equal to 120% of the appropriate
        price; and b) the minimum price at
        which a such share be re- issued
        off-market be an amount equal to 95%
        of the appropriate price for



        such shares derived from the Irish
        Stock Exchange Daily Official List,
        over the previous 5 business days: i)
        if there shall be more than one
        dealing reported for the day, the
        average of the prices at which such
        dealings took place; or ii) if there
        shall be only one dealing reported for
        the day, the price at which such
        dealing took place; or iii) if there
        shall not be any dealing reported for
        the day, the average of the high and
        low market guide price for that day
        and if there shall be only a high but
        not a low or only a low but not a high
        market guide price reported, or if
        there shall not be any market guide
        price reported for any particular day
        then that day shall not count as one
        of the said five business days for the
        purposes of determining the
        appropriate average, if the means of
        providing the foregoing information as
        to dealings and prices by reference to
        which the appropriate average is to be
        determined is altered or is replaced
        by some other means, then the
        appropriate average shall be
        determined on the basis of the
        equivalent information published by
        the relevant authority in relation to
        dealings on the Irish Stock Exchange
        or its equivalent; Authority expires
        the earlier of the next AGM of the
        Company or 07 JAN 2005 unless
        previously varied
S.9     Amend the existing Articles of                                Mgmt       No Action         *
        Association of the Company by
        substituting with new set of Articles

- -------------------------------------------------------------------------------------------------------
DIXONS GROUP PLC                                                              Agenda: 700403796
     CUSIP: G27806101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/10/2003           ISIN: GB0000472455
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report, the                             Mgmt       No Action         *
        financial statements for the 53 weeks
        ended 3 MAY 2003 and the Auditors
        report thereon
10.     Authorize the Company to make                                 Mgmt       No Action         *
        donations to EU Political
        Organizations and to incur Political
        Expenditure in an aggregate amount
        not exceeding GBP 50,000 during the



        period of two years beginning with
        the date of the AGM in 2003, such
        amount shall extend to expenditure to
        be incurred either by the Company or
        its wholly owned subsidiary DSG
11.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors for the
        period expiring five years from the
        date of passing this resolution and
        for such period the Section 80 amount
        shall be GBP 16,224,672
12.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors for the
        period ending on the date of the AGM
        in 2004 or on 9 DEC 2004, and for
        such period the Section 89 amount
        shall be GBP 2,433,701
13.     Authorize the Company for the purpose                         Mgmt       No Action         *
        of Section 166 of the Companies Act,
        1985 to make market purchases of
        ordinary shares of 2.5p in the capital
        of the Company provided that the
        maximum number of ordinary shares
        which may be purchased is 194 million,
        the minimum price which may be paid
        for a share of its nominal value; the
        maximum price which may be paid for a
        share is an amount equal to 105% of
        the average of the market quotations
        for an ordinary share for the five
        business days immediately preceding
        the day on which the share is
        contracted to be purchased; Authority
        expires at the conclusion of the AGM
        in 2004
2.      Declare a final dividend of 5.145                             Mgmt       No Action         *
        pence net per ordinary share for the
        53 weeks ended 3 MAY 2003
3.      Re-appoint Mr. David Longbottom as a                          Mgmt       No Action         *
        Director
4.      Re-appoint Mr. Andrew Lynch as a                              Mgmt       No Action         *
        Director
5.      Re-appoint Mr. John Whybrow as a                              Mgmt       No Action         *
        Director
6.      Re-appoint Ms. Rita Clifton as a                              Mgmt       No Action         *
        Director
7.      Re-appoint Mr. John Clare as a                                Mgmt       No Action         *
8.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors of the Company until the
        end of the next AGM and authorize the
        Directors to fix their
9.      Approve the remuneration report for                           Mgmt       No Action         *
        the 53 weeks ended 3 MAY 2003



- -------------------------------------------------------------------------------------------------------
ELAN CORP PLC                                                                 Agenda: 700524300
     CUSIP: G29539106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/17/2004           ISIN: IE0003072950
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        statements for the YE 31 DEC 2003
        together with the reports of the
        Directors and Auditors thereon
10.     Approve the Elan Corporation PLC                              Mgmt       No Action         *
        Employee Equity Purchase Plan ESPP
        as specified
11.     Authorize the Directors in                                    Mgmt       No Action         *
        substitution for any existing
        authority to allot and issue all
        relevant securities as defined by
        Section 20 of the Companies
        (Amendment) Act 1983 up to an
        aggregate nominal amount equal to the
        authorized but unissued share capital
        of the Company; Authority expires on
        16 JUN 2009; and the Directors may
        allot and issue such securities after
        the expiry of this authority in
        pursuance of such an offer or
        agreement made prior to such expiry
12.     Authorize the share capital of the                            Mgmt       No Action         *
        Company be increased from EUR
        30,002,500 divided into 600,000,000
        ordinary shares of UDS 0.05 each
        1,000 executive shares of EUR 1.25
        each and 25,000 B executive shares
        of EUR 0.05 each to EUR 33,502,500
        divided into 670,000,000 ordinary
        shares of USD 0.05 each, 1,000
        executive shares of EUR 1.25 each and
        25,000 B executive shares of EUR
        0.05 each by the creation of an
        additional 70,000,000 ordinary shares
        of EUR 0.05 each
2.      Re-elect Mr. Brendan Boushel as a                             Mgmt       No Action         *
        Director of the Company, who retires
        from the Board by rotation
3.      Re-elect Mr. John Groom as a Director                         Mgmt       No Action         *
        of the Company, who retires from the
        Board by rotation
4.      Re-elect Mr. Kyran McLaughlin as a                            Mgmt       No Action         *
        Director of the Company, who retires
        from the Board by rotation
5.      Re-elect Dr. Dennis Selkoe as a                               Mgmt       No Action         *
        Director of the Company, who retires
        from the Board by rotation



6.      Re-elect Mr. Daniel Thily as a                                Mgmt       No Action         *
        Director of the Company, who retires
        from the Board by rotation
7.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        issue up to 10,000 share options to
        each Non-executive Director in
        accordance with the terms of the Elan
        Corporation, PLC 1596 Consultant
        Option Plan, and that, in the case of
        newly appointed Directors such
        authorization shall be in respect of
        up to 20,000 options in the first year
        of their directorship and up to 10,000
        options per annum thereafter
9.      Approve the Elan Corporation PLC 2004                         Mgmt       No Action         *
        Restricted Stock Plan RSU plan as
        specified
S.13    Approve, subject to the passing of                            Mgmt       No Action         *
        Resolution 12, and amend the
        Memorandum and Articles of Association
        by the deletion of Clause 5 and
        Article 5(l) respectively and the
        substitution therefor of the following
        new Clause and the Article: The
        capital of the Company is EUR
        33,502,500 divided into 670,000,000
        ordinary shares of EUR 0.05 each,
        1,000 non-voting executive shares of
        EUR 125 each and 25.000 B executive
        shares of EUR 0.05 each
S.14    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 11 and
        pursuant to Section 24 of the
        Companies Amendment Act 1983 to
        allot securities as defined in
        Section 23 of that Act for cash
        pursuant to the authority conferred
        by the said Resolution 11 as if sub-
        section (l) of the said Section 23
        did not apply to any such allotment
        provided that the power conferred by
        this Resolution;  Authority expires
        earlier at the close of business date
        of the next AGM of the Company or 16
        SEP 2005 unless previously renewed,
        varied or revoked; and (ii) the
        amount of such allotment shall not
        exceed 40 million shares; and the
        Directors may allot equity securities
        after the expiry of this authority
        in pursuance of such an offer or
        agreement made prior to such expiry



S.15    Authorize the Company, subject to the                         Mgmt       No Action         *
        provisions of the Companies Act, 1990
        1990 Act and, in particular, Part Xl
        thereof, the Company and/or any
        subsidiary defined by Section 155 of
        the Companies Act, 1963 of the Company
        to make market purchases defined by
        Section 212 of the 1990 Act of shares
        of any class of the Company Shares on
        such terms and conditions and in such
        manner as the Directors may from time
        to time determine but subject to the
        provisions of the 1990 Act and the
        following restrictions and provisions:
        (a) the minimum price which may be
        paid for any Shares shall be the
        nominal value thereof; (b) the maximum
        price which may be paid for any share
        Relevant Share shall be the higher of
        the nominal value thereof and an
        amount equal to 105% of the average of
        the relevant prices of the shares of
        the same class as the Relevant Share
        in respect of each of the five Trading
        Days immediately preceding the day on
        which the Relevant Share is purchased;
        (c) the aggregate nominal value of the
        shares purchased under this resolution
        must not exceed 15% of the aggregate
        nominal value of the issued share
        capital of the Company; (d) for the
        purposes of this Resolution the
        following expressions have the
        following meanings: (i) Relevant Price
        means in respect of any Trading Day,
        the closing price on the Exchange of a
        Share of the same class as the
        Relevant Share for such trading day;
        (ii) the Exchange means the Irish
        Stock Exchange Limited or any
        successor or successors thereof and;
        (iii) Trading Day means a day on which
        trading has taken place on the
        Exchange in Shares of the same class
        as the Relevant Share; Authority
        expires earlier at the close of
        business date of the next AGM of the
        Company or 16 DEC 2005; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares



S.16    Approve, subject to the provisions of                         Mgmt       No Action         *
        the Companies Act, 1990 1990 Act
        including, in particular, Part XI
        thereof, for the purposes of Section
        209 of the 1990 Act the re-issue price
        range at which any treasury shares as
        defined by Section 209 for the time
        being held by the Company may be
        re-issued off-market shall be as
        follows: (a) the maximum price at
        which a treasury share may be
        re-issued off-market shall be an
        amount equal to 120%of the relevant
        price; and (b) the minimum price at
        which a treasury share may be re-
        issued off-market shall be an amount
        equal to 95% of the relevant price,
        provided that no treasury share shall
        be re-issued at less than the nominal
        value thereof; and for the purposes of
        this resolution the following
        expressions have the following
        meanings: (i) Relevant Price means the
        average of the closing prices on the
        Exchange of a share of the same class
        as the treasury share which is to be
        re- issued for the five trading days
        immediately preceding the day on which
        the treasury share is to be re-
        issued; (ii) the Exchange means the
        Irish Stock Exchange Limited or any
        successor or successors thereof; and
        (iii) Trading Day means a day on which
        trading has taken place on The
        Exchange in Shares of the same class
        as the treasury shares which are to be
        re-issued; Authority expires earlier
        at the close of business date of the
        next AGM of the Company or 16 DEC 2006




                                                                        
- -------------------------------------------------------------------------------------------------------
ELECTROCOMPONENTS PLC                                                         Agenda: 700384972
     CUSIP: G29848101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/18/2003           ISIN: GB0003096442
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 MAR 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 MAR 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares



4.      Re-elect Mr. T.G. Barker as a                                 Mgmt       No Action         *
5.      Re-elect Mr. J.L. Hewitt as a                                 Mgmt       No Action         *
6.      Re-elect Mr. N.J. Temple as a                                 Mgmt       No Action         *
7.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company and authorize
        the Directors to agree their
        remuneration
S.8     Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to 43,520,655
        ordinary shares of 10p each in the
        Company, at a minimum price of 10p and
        up to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires at
        the conclusion of the next AGM of the
        Company; and the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry

- -------------------------------------------------------------------------------------------------------
ENTERPRISE INNS PLC                                                           Agenda: 700444879
     CUSIP: G3070T108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 1/22/2004           ISIN: GB0003104758
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report and the                          Mgmt       No Action         *
        audited accounts for the YE 30 SEP
        2003 and the Auditors report on the
        accounts
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-appoint Mr. D.A. Harding as a                              Mgmt       No Action         *
        Director of the Company
4.      Re-appoint Mr. M.F. Garner as a                               Mgmt       No Action         *
        Director of the Company
5.      Re-appoint Mr. W.S. Townsend as a                             Mgmt       No Action         *
        Director of the Company
6.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors and authorize the Directors
        to fix their remuneration
7.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 30 SEP 2003



8.      Approve, subject to the admission of                          Mgmt       No Action         *
        the new ordinary shares of 5 pence
        each to the official list of United
        Kingdom Listing Authority and the to
        trading on the market for listed
        securities of London Stock Exchange
        PLC, to subdivide each of the issued
        and unissued ordinary share of 10
        pence each in the capital of the
        Company into 2 ordinary shares of 5
        pence each
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for all subsisting
        authorities and pursuant to and in
        accordance with Section 80 of the
        Companies Act 1985, to allot relevant
        securities Section 80(2) up to an
        aggregate nominal value of GBP
        5,680,832; Authority expires the
        earlier of the conclusion of the AGM
        of the Company in 2005 or 15 months;
        and authorize the Directors to allot
        relevant securities after the expiry
        of this authority in pursuance of such
        an offer or agreement made prior to
        such expiry
S.10    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section
        94(2) for cash pursuant to the
        authority conferred by Resolution 9 or
        sell equity securities held as
        treasury shares for cash pursuant to
        Section 162D of the Companies Act
        1985, or partly in one way and partly
        in the other, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment and/or sale
        of equity securities a) in connection
        with an issue or offer by way of
        rights or other pre-emptive issuer or
        offer to the holders of ordinary
        shares; and b) up to an aggregate
        nominal amount of GBP 852,124;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 15 months; and authorize
        the Directors to allot and/or sell
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry



S.11    Authorize the Company, a) conditional                         Mgmt       No Action         *
        upon Resolution 8 being passed, to
        make market purchases Section 163(3)
        of the Companies Act 1985 of up to
        51,093,410 ordinary shares of 5 pence
        each, at a minimum price of 5 pence;
        b) conditional upon Resolution 8 not
        being passed, to make market purchases
        Section 163(3) of the Companies Act
        1985 of up to 25,546,705 ordinary
        shares of 10 pence, at a minimum price
        of 10 pence each and in both cases at
        up to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of the conclusion of the AGM
        of the Company in 2005 or 15 months;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly after such expiry
S.12    Approve the Articles of Association                           Mgmt       No Action         *
        as the Articles of Association of the
        Company in substitution for and to
        the exclusion of the existing
        Articles of Association

- -------------------------------------------------------------------------------------------------------
ENTERPRISE INNS PLC                                                           Agenda: 700470824
     CUSIP: G3070Z146                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: GB0033872275
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve (i) the acquisition by the                            Mgmt       No Action         *
        Company (whether or not through a
        subsidiary of the Company) of all the
        issued and to be issued shares in the
        capital of The Unique Pub Company
        Limited not already owned by the
        Company; and (ii) the procurement by
        the Company of funding to facilitate
        the mandatory redemption by The Unique
        Pub Holding Company Limited, a wholly
        owned subsidiary of The Unique Pub
        Company Limited, of all the issued and
        outstanding unsecured deep discount
        bonds in its capital and authorize the
        Directors to complete the Transaction
        in accordance with its terms with such
        modifications, variations, amendments
        or revisions as they think fit
        provided such modifications,
        variations, amendments or revisions



- -------------------------------------------------------------------------------------------------------
ESPRIT HOLDINGS LTD                                                           Agenda: 700425576
     CUSIP: G3122U129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/26/2003          ISIN: BMG3122U1291
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        consolidated financial statements and
        the reports of the Directors and of
        the Auditors of the Group for the YE
        30 JUN 2003
2.      Declare a final dividend for the YE                           Mgmt       No Action         *
        30 JUN 2003
3.      Declare a special dividend for the YE                         Mgmt       No Action         *
        30 JUN 2003
4.      Re-elect the Directors                                        Mgmt       No Action         *
5.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Board of Directors to fix their
        remuneration
6.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to purchase shares in the
        capital of the Company, during the
        relevant period, subject to and in
        accordance with all applicable laws
        and regulations, not exceeding 10% of
        the aggregate nominal amount of the
        issued share capital; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or the
        expiration of the period within which
        the next AGM is to be held by the
        Bye-laws of the Company and or any
        applicable laws to be held
7.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding the aggregate of 20% of the
        aggregate nominal amount of the issued
        share capital of the Company,
        otherwise than pursuant to i) a rights
        issue; or ii) any share option scheme
        or similar arrangement; or iii) any
        scrip dividend or similar arrangement;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM is to
        be held by the Bye-laws of the Company
        and or any applicable laws to be held



8.      Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 6 and 7, to extend the
        general mandate granted to the
        Directors to allot, issue and deal
        with the shares pursuant to Resolution
        7, by an amount representing the
        aggregate nominal amount of the share
        capital repurchased pursuant to
        Resolution 6, provided that such
        amount does not exceed 10% of the
        aggregate nominal amount of the issued
        share capital of the Company at the
        date of passing

- -------------------------------------------------------------------------------------------------------
BALFOUR BEATTY PLC                                                            Agenda: 700499052
     CUSIP: G3224V108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: GB0000961622
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the accounts for the YE 31
        DEC 2003
10.     Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors
11.     Authorize the Directors, in the terms                         Mgmt       No Action         *
        of paragraph (B)(i) of Article 11 of
        the Company s Article of Association,
        to allot relevant securities Section
        80 up to an aggregate nominal amount
        of GBP 70,086,274; Authority expires
        the earlier of the conclusion of the
        Company s AGM in 2009 or 13 MAY 2009;
        and the Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
14.     Authorize the Company to make                                 Mgmt       No Action         *
        donations to EU political
        organizations and to incur EU
        political expenditure, not exceeding
        GBP 25,000 in total in each year
        during the period of four years
        beginning with the date of the 2004
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares of the Company
4.      Re-elect Sir David John as a Director                         Mgmt       No Action         *
5.      Re-elect Mr. R.J.W. Walvis as a                               Mgmt       No Action         *
        Director



6.      Re-elect Mr. M.W. Welton as a                                 Mgmt       No Action         *
7.      Elect Mr. C. Carr as a Director                               Mgmt       No Action         *
8.      Elect Mr. G.H. Sage as a Director                             Mgmt       No Action         *
9.      Elect Mr. H.C. Von Rohr as a Director                         Mgmt       No Action         *
S.12    Authorize the Directors, subject to                           Mgmt       No Action         *
        and conditional upon the passing of
        Resolution 11 as specified and in the
        terms of Paragraph (B)(ii) of Article
        11 of the Company s Articles of
        Association, to allot equity
        securities Section 89 pursuant to the
        authority granted by that resolution
        wholly for cash up to an amount of GBP
        10,512,941; Authority expires the
        earlier of the conclusion of the
        Company s AGM in 2005 or 13 AUG 2005;
        and for the purpose of this
        resolution, an allotment of equity
        securities pursuant to the authority
        granted by Resolution 11 shall be
        deemed to include the share of
        relevant shares in the Company
        immediately before such sale were held
        by the Company as treasury
S.13    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 7 of the Company s Articles of
        Association and subject to and
        conditional upon passing of the
        extraordinary resolution of the notice
        dated 06 APR 2004 convening a Separate
        Class meeting of the holders of the
        cumulative convertible redeemable
        preference shares of 1p each in the
        Company the Convertible Preference
        Shares, to make one or more market
        purchases Section 163(3) of that Act
        of up to 42,051,764 ordinary shares of
        50p each in the Company Ordinary Share
        and 22,448,679 Convertible Preference
        Shares of 1p each in the Company, at a
        minimum price may be paid for a share
        is its nominal value and not more than
        5% above the average market value of a
        share of the same class, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the AGM of the Company in 2005 or
        13 NOV 2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly



S.15    Approve to reduce the share premium                           Mgmt       No Action         *
        account of the Company to GBP
        148,161,291.30; and to cancel the
        capital redemption reserve of the
        Company

- -------------------------------------------------------------------------------------------------------
EXEL PLC                                                                      Agenda: 700474923
     CUSIP: G3242Y100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: GB0004486881
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited accounts for the                          Mgmt       No Action         *
        YE 31 DEC 2003 along with the reports
        of the Directors and the Auditors
10.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, to allot relevant
        securities Section 80 of the
        Companies Act 1985 up to an
        aggregate nominal amount of GBP
        23,831,000;  Authority expires at the
        conclusion of the next AGM of the
        Company; and the Directors may make
        allotments during the relevant period
        which may be exercised
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
3.      Declare a final dividend of 16.8p per                         Mgmt       No Action         *
        ordinary share
4.      Re-elect Mr. Dennis Millard as a                              Mgmt       No Action         *
        Director
5.      Re-elect Mr. John McDonough as a                              Mgmt       No Action         *
        Director
6.      Re-elect Mr. John Allan as a Director                         Mgmt       No Action         *
7.      Re-elect Mr. Mick Fountain as a                               Mgmt       No Action         *
        Director
8.      Re-elect Mr. Ian Smith as a Director                          Mgmt       No Action         *
9.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors of the Company
S.11    Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, subject to the passing of
        Resolution 10 and pursuant to Section
        94 of the Companies Act 1985, to allot
        equity securities Section 94 for cash
        pursuant to the authority conferred by
        Resolution 10, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the



        allotment of equity securities: a) in
        connection with a rights issue in
        favor of ordinary shareholders; b) up
        to an aggregate nominal amount of GBP
        4,141,000; Authority expires at the
        conclusion of the next AGM of the
        Company; and the Directors may allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.12    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Section 166 of the Companies Act 1985,
        to make market purchases Section 163
        of up to 29,820,000 ordinary shares of
        27 7/9p each in the capital of the
        Company, at a nominal value of such
        share and not more than 5% above the
        average market value for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires at
        the conclusion of the next AGM of the
        Company; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly

- -------------------------------------------------------------------------------------------------------
GKN PLC                                                                       Agenda: 700485875
     CUSIP: G39004232                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/20/2004           ISIN: GB0030646508
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and adopt the report of the                           Mgmt       No Action         *
        Directors and the audited statement of
        accounts for the YE 31 DEC 2003
12.     Approve the establishment of the GKN                          Mgmt       No Action         *
        Long Term Incentive Plan 2004
13.     Approve the establishment of the GKN                          Mgmt       No Action         *
        Executive Share Option Scheme 2004
14.     Approve that the establishment by the                         Mgmt       No Action         *
        Directors of future schemes for the
        benefit of employees outside the
        United Kingdom based on the GKN Long
        Term Incentive Plan 2004 or the GKN
        Executive Share Option Scheme 2004,
        modified to the extent necessary or
        desirable to take account of non-
        United Kingdom tax, securities and
        exchange control laws and regulations,
        provided that the such schemes must
        operate within the limits on
        individual or overall



2.      Declare a final dividend of 7.8p per                          Mgmt       No Action         *
        50p ordinary share for the YE 31 DEC
        2003 payable to shareholders on the
        register of Members at the close of
        business on 30 APR 2004
3.      Re-elect Mr. R.D. Brown as a Director                         Mgmt       No Action         *
4.      Re-elect Mr. I.R. Griffiths as a                              Mgmt       No Action         *
        Director
5.      Re-elect Mr. H.C.J. Mamsch as a                               Mgmt       No Action         *
        Director
6.      Re-elect Sir Christopher Meyer as a                           Mgmt       No Action         *
        Director
7.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors
8.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
9.      Approve the report on the Directors                           Mgmt       No Action         *
        remuneration and the accounts for the
        YE 31 DEC 2003
S.10    Authorize the Company, subject to and                         Mgmt       No Action         *
        in accordance with the provisions of
        Article 6(B) of the Company s Articles
        of Association and the Companies Act
        1985 the Act, to make market
        purchases Section 163(3) of the Act of
        ordinary shares of 50p each in the
        capital of the Company Ordinary Shares
        provided that: the maximum aggregate
        number of Ordinary Shares authorized
        to be purchased is 73,411,339; the
        maximum price which may be paid for an
        Ordinary Share purchased pursuant to
        this authority is an amount equal to
        105% of the average of the middle
        market quotations of an Ordinary share
        as derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days and the
        minimum price which may be paid is 50p
        per Ordinary Share in each case
        exclusive of expenses payable by the
        Company; Authority expires the
        earlier of the conclusion of the AGM
        of the Company or 20 AUG 2005; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry
S.11    Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by inserting the new
        paragraph at the end of the Article
        8(C)



- -------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC                                                           Agenda: 700487033
     CUSIP: G3910J112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/17/2004           ISIN: GB0009252882
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Director s                              Mgmt       No Action         *
        report and the financial statements
        for the YE 31 DEC 2003
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 31 DEC 2003
3.      Elect Mr. H. Lawrence Culp as a                               Mgmt       No Action         *
        Director of the Company
4.      Elect Mr. Crispin Davis as a Director                         Mgmt       No Action         *
        of the Company
5.      Elect Sir. Robert Wilson as a                                 Mgmt       No Action         *
        Director of the Company
6.      Elect Dr. Tachi Yamada as a Director                          Mgmt       No Action         *
        of the Company
7.      Re-elect Sir. Christopher Hogg as a                           Mgmt       No Action         *
        Director of the Company
8.      Authorize the audit committee to re-                          Mgmt       No Action         *
        appoint PricewaterhouseCoopers LLP as
        the Auditors to the Company to hold
        office from the conclusion of the
        meeting to the conclusion of the next
        meeting at which accounts are laid
        before the Company
9.      Authorize the audit committee to                              Mgmt       No Action         *
        determine the remuneration of the
        Auditors
10.     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organization and to incur
        EU political expenditure up to an
        aggregate amount not exceeding GBP
        100,000;  Authority expires at the
        conclusion of the Company s AGM
S.11    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Act, to allot
        equity securities Section 94  for
        cash pursuant to the authority
        conferred by Resolution 20 passed at
        the AGM held on 21 MAY 2001 which
        expires at the end of the Company s
        AGM in 2006 or, if earlier on 20 MAY
        2006, and /or where such allotment
        constitutes an allotment of equity
        securities by virtue of Section 94
        (3A), disapplying the statutory pre-
        emption rights Section 89(1),
        provided that this power is limited



        to the allotment of equity
        securities: a) in connection with a
        rights issue in favor of ordinary
        shareholders; b) up to an aggregate
        nominal amount of GBP 74,330,954
        Authority expires at the end of the
        next AGM of the Company to be held in
S.12    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the Act, to
        make market purchases Section 163(3)
        of its own ordinary shares of 25 pence
        each, minimum price of 25 pence and up
        to an amount equal to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company to be held in 2005 or 16 NOV
        2005; the Company, before the expiry,
        may make a contract to purchase
        ordinary shares which will or may be
        executed wholly or partly after such
        expiry

- -------------------------------------------------------------------------------------------------------
GRANADA PLC                                                                   Agenda: 700441190
     CUSIP: G4049Q100                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 1/13/2004           ISIN: GB0008275660
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
2.      Approve the ITV Approved Executive                            Mgmt       No Action         *
        Share Option Scheme Approved Scheme
        and authorize the Directors to do acts
        and things which they may consider
        necessary or desirable to carry the
        Approved Scheme into effect
3.      Approve the ITV Unapproved Executive                          Mgmt       No Action         *
        Share Option Scheme Unapproved
        Scheme and authorize the Directors
        to do acts and things which they may
        consider necessary or desirable to
        carry the Approved Scheme into effect
4.      Approve the ITV Commitment Scheme                             Mgmt       No Action         *
        Commitment Scheme and authorize the
        Directors to do acts and things which
        they may consider necessary or
        desirable to carry the Approved
        Scheme into effect
5.      Approve the ITV Savings Related Share                         Mgmt       No Action         *
        Option Scheme Sharesave Scheme and
        authorize the Directors to do acts
        and things which they may consider
        necessary or desirable to carry the
        Approved Scheme into effect



6.      Approve the ITV Share Incentive Plan                          Mgmt       No Action         *
        SIP and authorize the Directors to do
        acts and things which they may
        consider necessary or desirable to
        carry the Approved Scheme into effect
7.      Authorize the Directors of ITV PLC to                         Mgmt       No Action         *
        establish such number of supplements
        or appendices to the Approved Scheme,
        the Unapproved Scheme, the Commitment
        Scheme, the Sharesave Scheme and the
        SIP ITV Share Schemes or such other
        employees share schemes in relation to
        ITV s ordinary shares for the benefit
        of employees of ITV PLC (or any of its
        subsidiaries) who are resident or
        working outside the United Kingdom
        provided that the overall limits on
        the number of ITV ordinary shares
        which may be subscribed under all ITV
        PLC s employees share Schemes shall
        not be increased thereby and that ITV
        ordinary shares which may be
        subscribed under such supplements
S.1     Approve : (A) the Scheme of                                   Mgmt       No Action         *
        Arrangment dated 08 DEC 2003 Granada
        Scheme between the Company and the
        holders of Granada schema shares; (B)
        for the purpose of giving effect to
        the Granada Scheme with or subject to
        any modification, addition or
        condition approved by the Court: (i)
        that the share capital of the Company
        be reduced by cancelling all the
        Granada scheme shares; (ii) forthwith
        and contingently on such reduction of
        capital taking effect to increase the
        share capital of the Company to its
        former amount by the creation of such
        number of new ordinary shares of 10
        pence each as shall be equal to the
        number of Granada scheme shares
        cancelled at sub-point (i) above and
        to apply the reserve arising in the
        books of account of the Company as a
        result of the cancellation of the
        Granada scheme shares by paying up in
        full at par the new ordinary shares of.
        10 pence each, such new ordinary
        shares to be allotted, issued and
        credited as fully paid to ITV PLC
        and/or its nominee(s) and authorize
        the Directors of the Company in
        accordance with Section 80 of the
        Companies Act 1985 (the Act) to give



        effect to this resolution and
        accordingly to effect the allotment of
        the new ordinary shares up to an
        aggregate nominal amount of shares of
        GBP 300,000,000; Authority expires on
        31 DEC 2004; (C) the increase of the
        authorized share capital of the
        Company from GBP 370,450,002 to GBP
        570,450,002 by the creation of
        200,000,000 redeemable shares of GBP 1
        each redeemable Shares having the
        rights and being subject to the
        restrictions set out in the Company s
        Articles of Association as amended
        pursuant to this resolution; (D) to
        authorize the Directors of the
        Company, for the purposes of section
        80 of the Act to allot up to
        200,000,000 redeemable shares to
        shareholders of the Company on the
        basis of the Granada Scheme; (E) to
        amend the Articles of Association of
        the Company by the adoption and
        inclusion of the a new Article 168 and
        by the adoption and inclusion of a new
        Article 4A containing the rights
        attaching to the Granada redeemable
        shares and the restrictions to which
        they are subject

- -------------------------------------------------------------------------------------------------------
COBHAM PLC                                                                    Agenda: 700506174
     CUSIP: G41440101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/16/2004           ISIN: GB0003430062
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the reports of the Directors                          Mgmt       No Action         *
        and the Auditors and the audited
        financial statements
10.     Approve that, subject to and                                  Mgmt       No Action         *
        conditional upon the approval of and
        any further amendment required by the
        Inland Revenue the Rules of the Cobham
        Executive Share Option Scheme 2004
        Scheme, a summary of the principal
        terms and authorize, the Directors to
        make such modifications as they
        consider necessary or desirable, to
        establish such schedules to the Scheme
        or additional schemes as they consider
        necessary in relation to employees in
        jurisdictions outside the UK, but
        modified to take account of local tax,
        exchange control or securities



        law outside the UK, provided that any
        shares made available under such
        schedules or schemes must be treated
        as counting against the relevant
        individual and overall dilution limits
        in the Scheme and also authorize to
        vote and to be counted in a quorum at
        any meeting of the Directors at which
        any matter connected with the Scheme
        is under consideration notwithstanding
        that they may be interested in it in
        any present capacity, provided that no
        Director vote or be counted in a
        quorum in connection with his
        individual rights of participation and
        any prohibition on voting by
        interested Directors
11.     Approve that, subject to and                                  Mgmt       No Action         *
        conditional upon the approval of and
        any further amendment required by the
        Rules of the Cobham Savings-Related
        Share Option Scheme 2004 Scheme, a
        summary of the principal terms and
        authorize, the Directors to make such
        modifications as they consider
        necessary or desirable, to establish
        such schedules to the Scheme or
        additional schemes as they consider
        necessary in relation to employees in
        jurisdictions outside the UK, but
        modified to take account of local tax,
        exchange control or securities law
        outside the UK, provided that any
        shares made available under such
        schedules or schemes must be treated
        as counting against the relevant
        individual and overall dilution limits
        in the Scheme and also authorize to
        vote and to be counted in a quorum at
        any meeting of the Directors at which
        any matter connected with the Scheme
        is under consideration notwithstanding
        that they may be interested in it in
        any present capacity, provided that no
        Director vote or be counted in a
        quorum in connection with his
        individual rights of participation and
        any prohibition on voting by
        interested Directors contained in the
        Article of Association
12.     Approve the fee paid to the each                              Mgmt       No Action         *
        Directors for his services up to GBP
        25,000 per annum under the Article 94
        be increased to up to GBP 35,000 per
        annum



13.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and for the purpose of
        Section 80 of the Companies Act 1985,
        to allot relevant securities Section
        80(2) up to an aggregate nominal
        amount of GBP 9,156,161; Authority
        expires at the end of 5 years; and
        the Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry and further that the authority
        to allot relevant securities contained
        in the Resolution 9 passed on 11 JUN
        2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
3.      Declare a final ordinary dividend                             Mgmt       No Action         *
4.      Re-appoint Mr. A.E Cook as a Director                         Mgmt       No Action         *
5.      Re-appoint Mr. G.C Cooper as a                                Mgmt       No Action         *
6.      Re-appoint Mr. W.G Tucker as a                                Mgmt       No Action         *
7.      Re-appoint Mr. A.J Stevens as a                               Mgmt       No Action         *
        Director
8.      Re-appoint Mr. M. Beresford as a                              Mgmt       No Action         *
        Director
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company to hold
        office until the conclusion of the
        next general meeting at which accounts
        are laid before the Company and that
        their remuneration be determined by
        the Directors
S.14    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section 94
        for cash pursuant to the authority
        conferred by Resolution 13,
        disapplying the statutory pre- emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities a) in connection
        with a rights issue, open offer or
        other offers in favor of ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP
        1,391,191; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 15 months; and,
        authorize the Directors to



        allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry

- -------------------------------------------------------------------------------------------------------
DIAGEO PLC                                                                    Agenda: 700416096
     CUSIP: G42089113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/22/2003          ISIN: GB0002374006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors and the                                 Mgmt       No Action         *
        Auditors reports and the accounts for
        the YE 30 JUN 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 30 JUN 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares
4.      Re-elect Lord Blyth of Rowington as a                         Mgmt       No Action         *
        Director
5.      Re-elect Mr. J.K. Oates as a Director                         Mgmt       No Action         *
6.      Re-elect Mr. P.S. Walsh as a Director                         Mgmt       No Action         *
7.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next general
        meeting at which accounts are laid
        before the Company and authorize the
        Directors to determine their
S.8     Approve to renew the power conferred                          Mgmt       No Action         *
        on the Directors by paragraph 4.3 of
        Article 4 of the Company s Articles of
        Association for a period expiring at
        the conclusion of the next AGM of the
        Company or on 21 JAN 2005, whichever
        is earlier and for such period the
        maximum amount of equity securities
        which the Directors may so allot in
        accordance with paragraph 4.4 (c) of
        Article 4 Section 95 prescribed amount
        referred to in Article 4.4(c) shall be
        GBP
S.9     Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163 of the Companies
        Act 1985 as amended of up to
        309,885,718 ordinary shares of 28
        101/104 pence each, at a minimum price
        of 28 101/104 pence for an ordinary
        share and up to 105% of the average
        middle market quotations for such
        shares derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires at the conclusion



        of the next AGM; the Company, before
        the expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry

- -------------------------------------------------------------------------------------------------------
GUS PLC                                                                       Agenda: 700387310
     CUSIP: G4209W103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/23/2003           ISIN: GB0003847042
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the financial statements of the
        Company for the YE 31 MAR 2003,
        together with the report of the
        Auditors
2.      Approve the report on the Directors                           Mgmt       No Action         *
        remuneration and related matters
        contained in the financial statements
        and reports of the Company for the
        YE 31 MAR 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary share
4.      Re-elect Mr. Craig Smith as a                                 Mgmt       No Action         *
        Director, who retires under Article
        74 of the Company s Articles of
        Association
5.      Re-elect Lord Harris of Peckham as a                          Mgmt       No Action         *
        Director, who retires by rotation
        under Article 76 of the Company s
        Articles of Association
6.      Re-elect Lady Patty of Wincanton as a                         Mgmt       No Action         *
        Director, who retires by rotation
        under Article 76 of the Company s
        Articles of Association
7.      Re-elect Mr. John Peace as a                                  Mgmt       No Action         *
        Director, who retires by rotation
        under Article 76 of the Company s
        Articles of Association
8.      Re-elect Mr. Oliver Stocken as a                              Mgmt       No Action         *
        Director, who retires by rotation
        under Article 76 of the Company s
        Articles of Association
9.      Re-appoint PricewaterhouseCooper LLP                          Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting of the Company at which
        financial statements and reports are
        laid and authorize the Directors to
        fix their remuneration
11.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Article 5 of the Company s Articles
        of Association and for the pursuant



        to Section 80 of the Companies Act
        1985, to allot relevant securities
        Section 80(2) up to an aggregate
        nominal value of GBP 60,684,309 shares
        24% of the Company s unissued ordinary
        share capital; Authority expires the
        earlier of the conclusion of the AGM
        of the Company to be held in 2004 or
        22 OCT 2003; and the Directors may
        allot relevant securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
13.     Approve, pursuant to the authority                            Mgmt       No Action         *
        conferred by Article 81 of the Company
        s Articles of Association, to increase
        the aggregate fees which Directors
        other than any Director who for the
        time being holds an executive office
        with the Company or a subsidiary of
        the Company shall be paid out of the
        funds of the Company by way of
        remuneration for their services as the
        Directors from an amount not exceeding
        in aggregate GBP 250,000 per annum to
        an amount not exceeding in aggregate
        GBP 500,000
14.     Authorize Hornbase Limited to make                            Mgmt       No Action         *
        donations to EU political
        organizations and incur EU political
        expenditure within the meaning of Part
        XA of the Companies Act 1985, as
        amended by the Political Parties,
        Elections and Referendums Act 2000 in
        an aggregate amount not exceeding GBP
        25,000; Authority expires on 22 JUL
        2005
S.10    Authorize the Company, in                                     Mgmt       No Action         *
        substitution for any existing
        authority and for the purpose of
        Section 166 of the Companies Act 1985,
        to make market purchases Section
        163(3) of up to 100,000,000 ordinary
        shares 9.99% of the issued ordinary
        share capital of the Company of 25p
        each in the capital of the Company, at
        a minimum price of 25p and up to 105%
        of the average middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company to be held in 2004
        or 22 OCT 2004;



        and the Company, before the expiry,
        may make a contract to purchase
        ordinary shares
S.12    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Article 6 of the Company s Articles of
        Association and Section 95(1) of the
        Companies Act 1985 and subject to the
        passing of Resolution 11, to allot
        equity securities Section 94 for cash
        pursuant to the authority conferred by
        Resolution 11, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: i) in connection with a
        rights issue in favor of ordinary
        shareholders; and ii) up to an
        aggregate nominal amount of GBP
        12,590,785 5% of the Company s issued
        share capital; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 22 OCT 2004;
        and the Directors may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry

- -------------------------------------------------------------------------------------------------------
HANSON PLC                                                                    Agenda: 700404635
     CUSIP: G42840192                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 9/19/2003           ISIN: GB0004089834
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve, 1) the Scheme of Arrangement                         Mgmt       No Action         *
        dated 18 AUG 2003 between the Company
        and the holders of Hanson scheme
        shares, subject to any modifications,
        additions, conditions approved or
        imposed by the Court and authorize the
        Directors of the Company to take such
        actions deemed necessary to carry the
        Scheme into effect; 2) subject to, any
        modification, addition or conditions
        approved or imposed by the Court, to:
        a) reduce the share capital of the
        Company by cancelling and
        extinguishing all of the Hanson scheme
        shares; and b) contingent upon the
        such reduction of capital taking
        effect to: i) restore the authorized
        share capital of the Company to its
        former amount by creating such number
        of ordinary shares of GBP 2.00 each
        new shares to have an aggregate



        nominal amount equal to the aggregate
        nominal amount of the Hanson scheme
        shares so cancelled; ii) apply the
        reserve arising in the books of
        account of the Company as a result of
        the Hanson scheme shares in paying up
        in full at par, the new shares
        created, to be allotted and issued,
        credited as fully paid, to Hanson
        Building Material PLC HBM and/or its
        nominee or nominees; and iii)
        conditional upon the Scheme becoming
        effective, authorize the Directors of
        the Company, in addition to any other
        authority and pursuant to Section 80
        of the Companies Act 1985, to allot
        shares up to an aggregate nominal
        amount of GBP 1,850,000,000; Authority
        expires on 31 MAY 2004; 3) amend the
        Articles of Association of the Company
        by adopting and including a new
        Article 184; 4) approve to change the
        name of the Company to Hanson Building
        Materials Limited; and 5) approve the
        reduction of capital of HBM approved
        at an EGM

- -------------------------------------------------------------------------------------------------------
HANSON PLC                                                                    Agenda: 700473212
     CUSIP: G4286E117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: AU000000HAN1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the accounts and                            Mgmt       No Action         *
        the reports of the Directors and the
        Auditors for the YE 31 DEC 2003
2.      Approve the remuneration report as                            Mgmt       No Action         *
        specified in the annual report and
        form 20-F for the YE 31 DEC 2003
3.      Declare a final dividend of 11.95                             Mgmt       No Action         *
        pence per ordinary share payable on
        18 MAY 2004 to shareholders on the
        register at the close of business on
        23 APR 2004
4a.     Elect Mr. C.D. Collins as a Director,                         Mgmt       No Action         *
        the Member of the Audit Committee and
        the Nominations Committee
4b.     Elect Mr. A.J. Murray as a Director,                          Mgmt       No Action         *
        the Member of the Nominations
4c.     Elect the Rt Hon. Lord Baker of                               Mgmt       No Action         *
        Dorking as a Director, an Independent
        Director and the Member of the
        Nominations Committee and the
        Remuneration Committee



4d.     Elect Mr. W.F. Blount as a Director,                          Mgmt       No Action         *
        an Independent Director and the
        Member of the Remuneration Committee
        and the Nominations Committee
4e.     Elect Mr. G. Dransfield as a Director                         Mgmt       No Action         *
4f.      Elect Mr. S.L. Keswick as a Director,                        Mgmt       No Action         *
        an Independent Director and the Member
        of the Nominations Committee
4g.     Elect Mr. W.S.H. Laidlaw as a                                 Mgmt       No Action         *
        Director, an Independent Director and
        the Member of the Audit Committee and
        the Nominations Committee
4h.     Elect Mr. J.C. Nicholls as a Director                         Mgmt       No Action         *
4i.     Elect Ms. Baroness Noakes as a                                Mgmt       No Action         *
        Director, an Independent Director and
        the Member of the Audit Committee,
        Remuneration Committee and the
        Nominations Committee
5.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors and authorize the Directors
        to determine their remuneration
6a.     Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with and subject to the
        terms of Articles 4.2 and 4.4 of the
        Company s Articles of Association, to
        allot relevant securities up to an
        aggregate nominal amount of GBP
        24,550,000;  Authority expires at the
        conclusion of the AGM in 2005
S.6b    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with and subject to the
        terms of Articles 4.3 and 4.4 of the
        Company s Articles of Association, to
        allot equity securities wholly for
        cash up to an aggregate nominal
        amount of GBP 3,680,000;  Authority
        expires at the conclusion of the AGM
S.7     Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to an
        aggregate of 73.6 million ordinary
        shares of 10p each in the Company at a
        price per share exclusive of expenses,
        of not less than 10p and not more
        than 5% above the average of the
        market quotations for such an ordinary
        share derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires at the conclusion of the AGM
        in 2005; save that the Company may
        purchase any such shares at any later
        date where



        such purchase is pursuant to any
        contract made by the Company

- -------------------------------------------------------------------------------------------------------
HAYS PLC                                                                      Agenda: 700419864
     CUSIP: G4361D109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/19/2003          ISIN: GB0004161021
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the account for the                         Mgmt       No Action         *
        YE 30 JUN 2003 and the reports of the
        Directors and the Auditors
10.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        7.1 of the Company s Articles of
        Association, for that period the
        Section 80 amount of GBP 5,783,762;
        Authority expires at the conclusion of
        the next AGM of the Company
2.      Declare a final dividend for the YE                           Mgmt       No Action         *
        30 JUN 2003
3.      Approve the Board s report on the                             Mgmt       No Action         *
        remuneration
4.      Re-elect Mr. J.W. Martin as a                                 Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Articles of
        Association
5.      Re-elect Mr. X.F.E. Urbain as a                               Mgmt       No Action         *
        Director, who retires from the Board
        by rotation in accordance with the
        Company s Articles of Association
6.      Re-elect Mr. B.G. Wallace as a                                Mgmt       No Action         *
        Director, who retires from the Board
        by rotation in accordance with the
        Company s Articles of Association
7.      Re-elect Mr. D.R. Waxman as a                                 Mgmt       No Action         *
        Director, who retires from the Board
        by rotation in accordance with the
        Company s Articles of Association
8.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors of the Company until the
        conclusion of the next AGM
9.      Authorize the Directors to agree the                          Mgmt       No Action         *
        remuneration of the Auditors of the
        Company
S.11    Approve to renew, subject to the                              Mgmt       No Action         *
        passing of Resolution 10, the
        authority conferred on the Directors
        by Article 7.2 of the Company s
        Articles of Association, for that
        period the Section 89 amount of GBP
        857,564; Authority expires at the
        conclusion of the next AGM of the
        Company



S.12    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163 of the Companies
        Act 1985 of up to 260,000,000 ordinary
        shares of 1p each in the capital of
        the Company, at a minimum price of 1p
        and up to 105% of the average middle
        market quotations for such shares
        derived from the Daily Official List
        Authority, over the previous 5
        business days; and Authority expires
        the earlier of the conclusion of the
        next AGM of the Company or 31 DEC 2004;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly

- -------------------------------------------------------------------------------------------------------
HAYS PLC                                                                      Agenda: 700438814
     CUSIP: G4361D109                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/18/2003          ISIN: GB0004161021
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the disposal of the trading                           Mgmt       No Action         *
        operations and certain assets of the
        Logistics Division of the Company
        and its subsidiaries to certain
        purchases formed by the Platinum
        Equity LLC on the terms and subject
        to the conditions of the sale and
        purchase Agreement dated 26 NOV 2003
        and authorize the Directors to do all
        acts and things deemed necessary to
        give effect to such disposal

- -------------------------------------------------------------------------------------------------------
HBOS PLC                                                                      Agenda: 700474214
     CUSIP: G4364D106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: GB0030587504
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 DEC 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the FYE 31 DEC 2003
3.      Declare a final dividend of 20.6                              Mgmt       No Action         *
        pence per ordinary share, payable on
        21 MAY 2004 to registered
        shareholders as on 12 MAR 2004
4.      Elect Ms. Kate Nealon as a Director                           Mgmt       No Action         *
5.      Elect Mr. David Shearer as a Director                         Mgmt       No Action         *



6.      Re-elect Mr. James Crosby as a                                Mgmt       No Action         *
7.      Re-elect Mr. Phil Hodkinson as a                              Mgmt       No Action         *
        Director
8.      Re-elect Mr. Brian Ivory as a                                 Mgmt       No Action         *
9.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company, until the
        next meeting at which the accounts
        are laid
S.10    Authorize the Directors to allot                              Mgmt       No Action         *
        equity securities, pursuant to Section
        94 of the Companies Act 1985 for cash,
        pursuant to the authority granted
        under Section 80, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: a) in connection with a
        rights issue in favor of ordinary
        shareholders; b) up to an aggregate
        nominal amount of GBP 48,147,509;
        Authority expires the earlier of the
        conclusion of the next AGM in 2005 or
        27 JUL 2005; and the Directors may
        allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such
S.11    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985, to make market
        purchases Section 163  of up to
        385,035,595 ordinary shares of 25p
        each in the capital of the Company,
        at a minimum price of 25p and up to
        105% of the average middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days;  Authority expires the
        earlier of the conclusion of the
        next AGM in 2005 or 27 JUL 2005; the
        Company, before the expiry, may make
        a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly after such expiry
12.     Authorize the Company, in accordance                          Mgmt       No Action         *
        with Section 347 of the Companies Act
        1985, to make donations to EU
        political organization not exceeding
        GBP 25,000 and to incur EU political
        expenditure up to a maximum amount of
        GBP 25,000; and authorize HBOS UK PLC,
        a wholly owned subsidiary of the
        Company, in accordance with Section



        347D of the Companies Act 1985, to
        make donations to EU political
        organization not exceeding GBP 75,000
        and to incur EU political expenditure
        up to a maximum amount of GBP 75,000;
        Authority expires the earlier of the
        conclusion of the next AGM in 2005 or
        27 JUL 2005
S.13    Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by amending Articles 4,
        5.1, 5.5, 5.10, 5.12, 5.17, 5.18, 10,
        and add a New Article 17A

- -------------------------------------------------------------------------------------------------------
HILTON GROUP PLC                                                              Agenda: 700487300
     CUSIP: G45098103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: GB0005002547
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the reports of the                          Mgmt       No Action         *
        Directors and Auditor and the accounts
        of the Company for the YE 31
2.      Declare a final dividend of 5.52p on                          Mgmt       No Action         *
        each of the 10p ordinary shares for
        the YE 31 DEC 2003 payable on 01 JUN
        2004
3.1     Re-appoint Sir Ian Robinson as a                              Mgmt       No Action         *
        Director of the Company
3.2     Re-appoint Mr. L.P. Lupo as a                                 Mgmt       No Action         *
        Director of the Company
3.3     Re-appoint Mr. I.P. Livingston as a                           Mgmt       No Action         *
        Director of the Company
3.4     Re-appoint Mr. C.J. Rodrigues as a                            Mgmt       No Action         *
        Director of the Company
4.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditor of the Company and
        authorize the Directors to fix their
        remuneration
5.1     Approve the 2003 Directors                                    Mgmt       No Action         *
        remuneration report
5.2     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations up to GBP
        15,000 and to incur EU political
        expenditure up to GBP 15,000; and
        authorize Ladbrokes Limited, a wholly
        owned subsidiary of the Company, for
        the purposes of Part XA of the
        Companies Act 1985, to make donations
        to EU political organizations up to
        GBP 35,000 and to incur EU political
        expenditure up to GBP 35,000;
        Authority expires at the conclusion of
        the next AGM



5.3     Approve to increase the share capital                         Mgmt       No Action         *
        of the Company from GBP 216,000,000
        to GBP 226,000,000 by the creation of
        100,000,000 additional ordinary
        shares of 10p each in the capital of
        the Company
5.4     Authorize the Directors, for the                              Mgmt       No Action         *
        purposes of Section 80 of the
        Companies Act 1985, to allot relevant
        securities Section 80(2) up to an
        aggregate nominal amount of GBP
        52,700,00; Authority expires the
        earlier of AGM of the Company in 2005
        or 20 AUG 2005; and the Directors may
        allot relevant securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
S.5.5   Authorize the Directors, to allot                             Mgmt       No Action         *
        equity securities for cash, pursuant
        to Section 94 of the Companies Act
        1985 and subject to the passing of
        Resolution 5.4, disapplying the
        statutory pre-emption rights Section
        89(1) of the Companies Act 1985,
        provided that this power is limited to
        the allotment of equity securities: a)
        up to an aggregate nominal amount of
        GBP 7,911,979; b) up to an aggregate
        nominal amount of GBP 52,700,000 in
        connection with a rights issue in
        favor of ordinary shareholders;
        Authority expires the earlier of AGM
        of the Company in 2005 or 20 AUG 2005;
        and the Directors may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.5.6   Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to
        158,239,580 ordinary shares of the
        Company of 10p each in the capital of
        the Company, at a minimum price of 10p
        and up to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of AGM of the Company in 2005
        or 20 AUG 2005; the Company, before
        the expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such



- -------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC                                                             Agenda: 700491602
     CUSIP: G4634U169                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/28/2004           ISIN: GB0005405286
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the annual                               Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.a     Re-elect the Lord Butler as a                                 Mgmt       No Action         *
2.b     Re-elect the Baroness Dunn as a                               Mgmt       No Action         *
        Director
2.c     Re-elect Mr. R. A. Fairhead as a                              Mgmt       No Action         *
        Director
2.d     Re-elect Mr. W.K.L. Fung as a                                 Mgmt       No Action         *
2.e     Re-elect Mr. M. F. Geoghegan as a                             Mgmt       No Action         *
        Director
2.f     Re-elect Mr. S. Hintze as a Director                          Mgmt       No Action         *
2.g     Re-elect Sir John Kemp-Welch as a                             Mgmt       No Action         *
        Director
2.h     Re-elect Sir Mark Moody-Stuart as a                           Mgmt       No Action         *
        Director
2.i     Re-elect Mr. H. Sohmen as a Director                          Mgmt       No Action         *
3.      Re-appoint KPMG Audit Plc as Auditor                          Mgmt       No Action         *
        at remuneration determined by the
        Group Audit Committee
4.      Approve the Directors Remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
5.      Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163 of the Companies
        Act 1985 of up to 1,099,900,000
        ordinary shares of USD 0.50 each in
        the capital of the Company, at a
        minimum price of USD 0.50 pence and up
        to 105% of the average middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days or 105% of the average
        of the closing prices of ordinary
        shares on The Stock Exchange of Hong
        Kong Limited, over the previous 5
        business days; Authority expires at
        the conclusion of the AGM of the
        Company in 2005; the Company, before
        the expiry, may make a contract to
        purchase ordinary



        shares which will or may be executed
        wholly or partly after such expiry
6.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        and for the purposes of Section 80 of
        the Companies Act 1985, to allot
        relevant securities Section 80 up to
        an aggregate nominal amount of GBP
        100,000, USD 100,000 and EUR 100,000
        in each such case in the form of
        100,000,000 non-cumulative preference
        shares and USD 1,099,900,000 in the
        form of ordinary shares ordinary
        shares of USD 0.50 each, provided
        that this authority is limited, so
        that, otherwise than pursuant to: a) a
        rights issue or other issue the
        subject of an offer or invitation,
        open for acceptance for a period fixed
        by the Directors, to: i) ordinary
        shareholders where the relevant
        securities respectively attributable
        to the interest of all ordinary
        shareholders are proportionate to the
        respective number of ordinary shares
        held by them; and ii) holders of
        securities, bonds, debentures or
        warrants which, in accordance with the
        rights attaching thereto, are entitled
        to participate in such a rights issue
        or other issues, but subject to such
        exclusion or other arrangements as the
        Directors deem necessary in relation
        to fractional entitlements or
        securities represented by depositary
        receipts or having regard to any
        restrictions, obligations or legal
        problems under the laws or or the
        requirements of any regulatory body or
        stock exchange in any territory or
        otherwise howsoever; or b) the terms
        of any share plan for the employees of
        the Company or any of its subsidiary
        undertakings; or c) the terms of the
        Household International Inc.
        outstanding Zero- Coupon Convertible
        Debt Securities or 8.875% adjustable
        conversion-Rate Equity security Units;
        or d) any scrip dividend or similar
        arrangement implemented in accordance
        with the Articles of Association of
        the Company; or e) the allotment of up
        to 10,000,000 non-cumulative



        preference shares of GBP 0.01 each,
        100,000,000 non-cumulative preference
        shares of USD 0.01 each and 10,000,000
        non- cumulative preference shares of
        EUR 0.01 each in the capital of the
        Company, the nominal amount of
        relevant securities to be allotted by
        the Directors pursuant to this
        authority wholly for cash shall not in
        aggregate, together with any allotment
        of other equity securities, exceed USD
        274,975,000 approximately 5% of the
        nominal amount of ordinary shares of
        the Company in issue; Authority
        expires at the conclusion of the AGM
        of the Company in 2005; and authorize
        the Directors to allot relevant
        securities after the expiry of this
        authority
8.      Authorize each of the Directors other                         Mgmt       No Action         *
        than alternate Directors, pursuant to
        Article 104.1 of the Articles of
        Association of the Company with effect
        from 01 JAN 2004, to receive GBP
        55,000 per annum by way of fees for
        their services as Directors
S.7     Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 6, a) to
        allot equity securities Section 94 of
        the Companies Act 1985; and b) to
        allot any other equity securities
        Section 94 of the Companies Act 1985
        which are held by the Company in
        treasury, for cash pursuant to the
        authority conferred by Resolution 6,
        disapplying the statutory pre-emption
        rights Section 89(1); Authority
        expires at the conclusion of the AGM
        of the Company in 2005; and authorize
        the Directors to allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry

- -------------------------------------------------------------------------------------------------------
IMI PLC                                                                       Agenda: 700499622
     CUSIP: G47152106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: GB0004579636
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Directors report and the                          Mgmt       No Action         *
        accounts for the YE 31 DEC 2003,
        included in the annual report 2003
10.     Authorize the Directors to set the                            Mgmt       No Action         *
        Auditors remuneration



11.     Approve to renew the authority                                Mgmt       No Action         *
        granted at the AGM in 2000 with the
        nominal amount of relevant securities
        relating to this authority being GBP
        29,330,000;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 13 MAY 2009;
12.     Approve the Share Option Scheme,                              Mgmt       No Action         *
        which is available to the majority of
        UK employees operated since 1984; the
        existing scheme will expire this
2.      Approve the remuneration report                               Mgmt       No Action         *
        included in the annual report 2003
3.      Approve the payment of a final                                Mgmt       No Action         *
        dividend of 9.5p per share on the
        ordinary shares in respect YE 31 DEC
        2003, payable on 25 MAY 2004 on the
        register on 13 APR 2004
4.      Re-elect Mr. T.M. Gareley as a                                Mgmt       No Action         *
5.      Re-elect Mr. W.R. Whitney as a                                Mgmt       No Action         *
6.      Re-elect Mr. D.C. Nicholas as a                               Mgmt       No Action         *
        Director
7.      Re-elect Mr. T.J. Slack as a Director                         Mgmt       No Action         *
        who retire by rotation pursuant to the
        Company s Articles of Association
8.      Re-elect Mr. G.J. Allen as a Director                         Mgmt       No Action         *
        who retire by rotation pursuant to the
        Company s Articles of Association
9.      Re-appoint KPMG Audit Plc as the                              Mgmt       No Action         *
        Company s Auditor
S.A     Approve to renew the authority                                Mgmt       No Action         *
        granted at the AGM in 2003 to allot
        equity securities for cash and to make
        rights issues in a straightforward
        manner and otherwise to make limited
        issues of shares for cash up to a
        nominal value of GBP 4,400,000 5% of
        share capital;

- -------------------------------------------------------------------------------------------------------
IMPERIAL CHEMICAL INDUSTRIES PLC ICI                                          Agenda: 700486752
     CUSIP: G47194223                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: GB0004594973
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s accounts and                            Mgmt       No Action         *
        the reports of the Directors and the
        Auditor for the YE 31 DEC 2003
        report and accounts
10.     Authorize the Directors to agree the                          Mgmt       No Action         *
        Auditor s remuneration



11.     Approve that, a) the rules of the ICI                         Mgmt       No Action         *
        Executive Share Option Plan 2004 Plan
        as specified, and authorize the
        Directors to make such modifications
        to the Plan as they may be consider
        necessary to obtain the approval of
        the Board of the Inland Revenue or to
        take account of the requirements of
        the UK Listing Authority and best
        practice and to adopt the Plan as so
        modified and to do all acts and the
        things necessary to operate the Plan;
        and b) authorize the Directors to
        establish such further plans for the
        benefit of non-UK employees, based on
        the Plan subject to such modifications
        as may be necessary or desirable to
        take account of overseas securities
        laws, exchange control and tax
        legislation provided that any ordinary
        shares of the Company made available
        under such further plans are treated
        as counting against any limits on
        individual participation or overall
        participation in the Plan
12.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and for the purpose of
        Section 80 of the Companies Act 1985,
        to allot relevant securities Section
        80 up to an aggregate nominal amount
        of GBP 208,799,624; Authority expires
        at the close of the AGM of the Company
        to be held in 2005; and the Directors
        may allot relevant securities after
        the expiry of this authority in
        pursuance of such an offer or
        agreement made prior
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report contained in the report and
        accounts for the YE 31 DEC 2003
3.      Approve the first and the second                              Mgmt       No Action         *
        interim dividends
4.      Re-elect Dr J.D.G. Mc Adam as a                               Mgmt       No Action         *
        Director, who is retiring
5.      Re-elect Mr. Lord Butler as a                                 Mgmt       No Action         *
        Director, who is retiring
6.      Elect Mr. P.B. Ellwood as a Director                          Mgmt       No Action         *
7.      Elect Mr. D.C. Hamill as a Director                           Mgmt       No Action         *
8.      Elect Mr. Baroness Noakes as a                                Mgmt       No Action         *
9.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditor



S.13    Authorize the Directors pursuant to                           Mgmt       No Action         *
        Section 95 of the Companies Act 1985
        Act, to allot equity securities
        Section 94(2) for cash pursuant to the
        authority conferred by Resolution 12,
        disapplying the statutory pre- emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: i) to exist the
        holdings of the ordinary shares of GBP
        1 each in the capital of the Company;
        ii) up to an aggregate nominal amount
        of GBP 59,560,019; Authority expires
        at the close of the AGM of the Company
        to be held in 2005; and the Directors
        may allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
S.14    Authorize the Company to make market                          Mgmt       No Action         *
        purchases within the meaning of
        Section 163(3) of the Companies Act
        1985, of ordinary shares of GBP 1 each
        in the capital of the Company; a) the
        maximum number of ordinary shares to
        be acquired is 119,120,038; b) at a
        minimum price paid for any such share
        is GBP 1; c) up to 105% of the average
        middle market values for the ordinary
        shares in the capital of the Company
        as derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires at the close of the AGM of the
        Company to be held in 2005; the
        Company, before the expiry, may make a
        contract to purchase shares which will
        or may be executed wholly or partly

- -------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC                                                    Agenda: 700443637
     CUSIP: G4721W102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/3/2004            ISIN: GB0004544929
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the accounts for the FYE 30 SEP
        2003
10.     Re-appoint PricewaterhouseCoopers as                          Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Directors to determine
        their remuneration



11.     Approve that, in accordance with                              Mgmt       No Action         *
        Article 86 of the Articles of
        Association of the Company, the
        maximum number of Directors of the
        Company be and is hereby increased
        from 12 to 16
12.a    Authorize the Company and its                                 Mgmt       No Action         *
        Directors, for the purposes of Part XA
        of the Companies Act 1985, to make
        donations to EU political
        organizations and to incur EU
        political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion of
        the AGM of the Company in 2005
12.b    Authorize Imperial Tobacco Limited                            Mgmt       No Action         *
        and its Directors, for the purposes of
        Part XA of the Companies Act 1985, to
        make donations to EU political
        organizations and to incur EU
        political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion of
        the AGM of the Company in 2005
12.c    Authorize Imperial Tobacco                                    Mgmt       No Action         *
        International Limited and its
        Directors, for the purposes of Part XA
        of the Companies Act 1985, to make
        donations to EU political
        organizations and to incur EU
        political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion of
        the AGM of the Company in 2005
12.d    Authorize Van Nelle Tabak Nederland                           Mgmt       No Action         *
        B.V. and its Directors, for the
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and to incur
        EU political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion
        of the AGM of the Company in 2005
12.e    Authorize John Player & Sons Limited                          Mgmt       No Action         *
        and its Directors, for the purposes of
        Part XA of the Companies Act 1985, to
        make donations to EU political
        organizations and to incur EU
        political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion of
        the AGM of the Company in 2005



12.f    Authorize Reemtsma Cigarertenfabrlken                         Mgmt       No Action         *
        GmbH and its Directors, for the
        purpose of Part XA of the Companies
        Act 1985 to make donations to EU
        political organizations and to incur
        EU political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion of
        the AGM of the Company in 2005
12.g    Authorize Compagnie Independante des                          Mgmt       No Action         *
        Tabacs S.A and its Directors, for the
        purpose of Part XA of the Companies
        Act 1985 to make donations to EU
        political organizations and to incur
        EU political expenditure up to an
        aggregate amount of GBP 100,000;
        Authority expires at the conclusion of
        the AGM of the Company in 2005
13.     Approve to renew the authorization                            Mgmt       No Action         *
        given to the Board to grant options to
        employees resident in France of any
        Group Company under the Imperial
        Tobacco Group International Sharesave
        Plan, that are capable of benefiting
        from any available perferential tax
        and social security treatment for a
        period of 38 months from the date of
        the AGM
14.     Authorize the Directors, for the                              Mgmt       No Action         *
        purposes of Section 80 of the
        Companies Act 1985, to allot relevant
        securities Section 80(2) up to an
        aggregate nominal amount of GBP
        24,300,000; Authority expires earlier
        of, at the conclusion of the next AGM
        of the Company, or on 01 AUG 2005;
        and, authorize the Directors to allot
        relevant securities after the expiry
        of this authority in pursuance of such
        an offer or agreement made prior to
        such expiry
2.      Receive and approve the Directors                             Mgmt       No Action         *
        remuneration report for the FYE 30 SEP
        2003
3.      Declare a final dividend of 30.0                              Mgmt       No Action         *
        pence per ordinary share payable on
        20 FEB 2004 to those shareholders on
        the register at the close of business
        on 23 JAN 2004
4.      Re-appoint Mr. S. Hulsmans as a                               Mgmt       No Action         *
        Director of the Company
5.      Re-appoint Mr. I.J.G. Napler as a                             Mgmt       No Action         *
        Director of the Company
6.      Re-appoint Mr. D. Cresswell as a                              Mgmt       No Action         *
        Director of the Company



7.      Re-appoint Dr. F. A. Rogerson as a                            Mgmt       No Action         *
        Director of the Company
8.      Re-appoint Mr. B.C. Davidson as a                             Mgmt       No Action         *
        Director of the Company
9.      Re-appoint Mr. D.W. Thursfield as a                           Mgmt       No Action         *
        Director of the Company
S.15    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 14, to allot
        equity securities Section 94 of the
        Companies Act 1985 for cash pursuant
        to the authority conferred by
        Resolution 13, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: a) in connection with a
        rights issue, open offer and other
        pro-rata issue in favor of ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP
        3,645,000; Authority expires the
        earlier of, at the conclusion of the
        next AGM of the Company, or on 01 AUG
        2005); and, authorize the Directors to
        allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
S.16    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to 72,900,000
        ordinary shares of 10 pence each in
        the capital of the Company, at a
        minimum price of 10 pence and up to
        105% of the average of the middle
        market quotations or market values for
        such shares as derived from the London
        Stock Exchange Daily Official List,
        for the 5 business days preceding the
        date of purchase; Authority expires
        the earlier of, at the conclusion of
        the next AGM of the Company, or on 01
        AUG 2005); the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly

- -------------------------------------------------------------------------------------------------------
INDEPENDENT NEWS AND MEDIA PLC                                                Agenda: 700531177
     CUSIP: G4755S126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: IE0004614818
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the reports and financial                             Mgmt       No Action         *
        statements
2.      Declare of final dividend                                     Mgmt       No Action         *
3.1     Re-elect Mr. L.P. Healy as a Director                         Mgmt       No Action         *
3.10    Re-elect DR. B. Hillery as a Director                         Mgmt       No Action         *
3.2     Re-elect Mr. P.M. Cosgrove as a                               Mgmt       No Action         *
        Director
3.3     Re-elect Mr. V.C. Crowley as a                                Mgmt       No Action         *
3.4     Re-elect Mr. I.G. Fallon as a                                 Mgmt       No Action         *
3.5     Re-elect Mr. Sen M.N. Hayes as a                              Mgmt       No Action         *
        Director
3.6     Re-elect Mr. G.K.O. Reilly as a                               Mgmt       No Action         *
        Director
3.7     Re-elect Mr. B.E. Somers as a                                 Mgmt       No Action         *
3.8     Re-elect Mr. Baroness M. Jay as a                             Mgmt       No Action         *
        Director
3.9     Re-elect Mr. F.M. Urray as a Director                         Mgmt       No Action         *
4.      Approve the fixing of remuneration of                         Mgmt       No Action         *
        Directors
5.      Authorize Directors to fix                                    Mgmt       No Action         *
        remuneration of Auditors
6.      Authorize the company to convene the                          Mgmt       No Action         *
        next AGM at any location outside the
        state

- -------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, LONDON                                     Agenda: 700485673
     CUSIP: G4803W103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/1/2004            ISIN: GB0032612805
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s financial                               Mgmt       No Action         *
        statements for the period ended 31
        DEC 2003, together with the reports
        of the Directors and the Auditors
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the period ended 31 DEC
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares
4.a     Appoint Mr. Richard Hartman as a                              Mgmt       No Action         *
        Director of the Company
4.b     Appoint Mr. Ralph Kugler as a                                 Mgmt       No Action         *
        Director of the Company
4.c     Appoint Mr. Robert C. Larson as a                             Mgmt       No Action         *
        Director of the Company



4.d     Appoint Mr. Richard North as a                                Mgmt       No Action         *
        Director of the Company
4.e     Appoint Mr. Stevan Porter as a                                Mgmt       No Action         *
        Director of the Company
4.f     Appoint Mr. David Prosser as a                                Mgmt       No Action         *
        Director of the Company
4.g     Appoint Mr. Richard Solomons as a                             Mgmt       No Action         *
        Director of the Company
4.h     Appoint Sir Howard Stringer as a                              Mgmt       No Action         *
        Director of the Company
4.i     Appoint Mr. David Webster as a                                Mgmt       No Action         *
        Director of the Company
5.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next general
        meeting at which accounts are laid
6.      Authorize the Directors to agree the                          Mgmt       No Action         *
        Auditors remuneration
7.      Approve that the financial limit on                           Mgmt       No Action         *
        annual aggregate Non-Executive
        Directors fees imposed by Article 84
        of the Company s Articles of
        Association be increased, as
        envisaged by that Article, to GBP
8.      Authorize the Company and any Company                         Mgmt       No Action         *
        that is or become a subsidiary of
        the Company, for the purposes of Part
        XA of the Companies Act 1985, to: i)
        make donations to EU Political
        Organizations; or ii) incur EU
        Political expenditure in an aggregate
        amount not exceeding GBP 100,000;
        Authority expires on the date of the
        AGM in 2005
9.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        and in accordance with Section 80 of
        the Companies Act 1985 and within the
        terms of Article 13 of the Articles of
        Association of the Company, to allot
        relevant securities up to an aggregate
        nominal amount of GBP 235,529,677
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for all previous
        disapplications of Section 89 of the
        Act, which shall cease to have effect
        without prejudice to any allotment of
        securities pursuant thereto, to allot
        equity securities wholly for cash,
        insofar as such authority relates to
        the allotment of equity securities
        rather than the sale of treasury
        shares, pursuant to the authority for
        the time being in force



        under Section 80 of the Companies Act
        1985 and within the terms of Article
        13 of the Articles of Association of
        the Company, disapplying the statutory
        pre-emption rights Section 89(1) of
        the Companies Act 1985: i) in
        connection with a rights issue Article
        13.5.1; and ii) up to an aggregate
        nominal amount of GBP 35,329,451;
        Authority expires the earlier on the
        date of the AGM in 2005 or 01 SEP 2005
S.11    Authorize the Company, subject to and                         Mgmt       No Action         *
        in accordance with Article 10 of the
        Company s Articles of Association, to
        make market purchases Section 163(3)
        of the Companies Act 1985 of up to
        105,917,695 ordinary shares of GBP 1
        each in the capital of the Company, at
        a minimum price of GBP 1 and up to
        105% of the average of the middle
        market quotations for an ordinary
        share as derived from The London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the AGM of the Company or 01 SEP
        2005

- -------------------------------------------------------------------------------------------------------
INVENSYS PLC                                                                  Agenda: 700437242
     CUSIP: G49133104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/9/2003           ISIN: GB0008070418
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the disposal of the Metering                          Mgmt       No Action         *
        Systems division of Invensys PLC as
        specified to IMS Meters Holdings Inc.,
        on the terms and subject to the
        conditions of the sale and purchase
        agreement dated 22 OCT 2003 as
        specified, with such non-material
        amendments, variations, waivers,
        revisions and modifications as the
        Directors of Invensys PLC Directors or
        duly authorized Committee of the
        Directors may consider in their
        absolute discretion appropriate and
        authorize the Directors to take all
        necessary steps and execute all
        documents an deeds as the Directors
        may consider in their absolute
        discretion necessary or desirable to
        implement and give effect to such
        disposal



- -------------------------------------------------------------------------------------------------------
INVENSYS PLC                                                                  Agenda: 700454274
     CUSIP: G49133104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 3/2/2004            ISIN: GB0008070418
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve that: a) at 7.00 A.M. on the                          Mgmt       No Action         *
        first dealing day next following the
        date of the EGM, each of the ordinary
        shares of 25p each in the capital of
        the Company 25p ordinary shares then
        in issue be subdivided and converted
        into one ordinary share of 1p 1p
        ordinary share having the same rights
        as a 25p ordinary share and one
        deferred share of 24p deferred share,
        each deferred share having attached
        thereto the following rights and
        restrictions: (i) on a winding-up or
        other return of capital, the deferred
        shares shall entitle the holders of
        the shares only to payment of the
        amounts paid up on those shares, after
        repayment to the holders of any and
        all ordinary shares then in issue of
        the nominal amount paid up on those
        ordinary shares held by them
        respectively and the payment in cash
        or in specie of GBP 1,000,000 on each
        of those ordinary shares; (ii) the
        deferred shares shall not entitle the
        holders of such shares to receive any
        dividend or other distribution other
        than pursuant to this resolution or to
        receive notice of, or to attend or
        vote, at any general meeting of the
        Company; (iii) the deferred shares
        shall not, as provided in this
        resolution, be transferable; (iv) the
        Company shall have an irrevocable
        authority from each holder of the
        deferred shares at any time to do all
        or any of the following without
        obtaining the sanction of the holder
        or holders of the deferred shares: A)
        to appoint any person to execute on
        behalf of any holder of deferred
        shares a transfer of all or any of
        those shares and/or an agreement to
        transfer the same without making any
        payment for them to such person or
        persons as the Company may determine
        and to execute any other documents
        which such person may consider
        necessary or desirable to effect such



        transfer, in each case without
        obtaining the sanction of the
        holder(s) and without any payment
        being made in respect of such
        acquisition; B) to purchase all or any
        of the shares in accordance with the
        Companies Act 1985 Act without
        obtaining all or any of the shares in
        accordance without obtaining the
        consent of the holders of those shares
        in consideration of the payment to
        each of the holder whose shares are
        purchased of an amount not exceeding
        one penny in respect of all the
        deferred shares then being purchased;
        C) for the purposes of any such
        purchase, to appoint any person to
        execute a contract for the sale of any
        such shares to the Company on behalf
        of the holder of deferred shares; D)
        to cancel all or any of the deferred
        shares purchased in accordance with
        the Act; and E) pending any such
        transfer, purchase or cancellation, to
        retain the certificates if any for all
        or any of the deferred shares; and v)
        the reduction of capital paid up on
        the deferred shares and/or the
        creation or issue of further shares in
        the capital of the Company ranking in
        priority for payment of a dividend in
        respect of capital or which confer on
        the holders voting rights more
        favourable than those conferred by the
        deferred shares shall be deemed not to
        vary or abrogate the rights attaching
        to the deferred shares; b) at 7.00
        A.M. on the first dealing day next
        following the date of the EGM, each of
        the authorized but unissued 25p
        ordinary shares shall be subdivided
        and converted into twenty five 1p
        ordinary shares each ranking equally
        in all respects with the 1p
S.2     Approve that, subject to and                                  Mgmt       No Action         *
        conditional upon, the passing of
        Resolution S.1 and to admission
        becoming effective as specified and to
        the Placing Agreement as specified not
        having been terminated or rescinded in
        accordance with its terms, the
        Directors are authorized in
        substitution for all subsisting
        authorities to the extent unused,
        other than in respect of any allotment
        made pursuant to offers or



        agreements made prior to the passing
        of this resolution to allot relevant
        securities Section 80 of the Act: a)
        up to an aggregate nominal amount of
        GBP 21,873,630 for the purposes of the
        placing and open offer as specified;
        and b) otherwise up to an aggregate
        nominal amount of GBP 18,957,146;
        Authority at the end of 5 years;
        authorize the Directors to allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.3     Authorize the Directors, subject to                           Mgmt       No Action         *
        and conditional upon, the passing of
        Resolutions S.1 and S.2 and to
        admission becoming effective as
        specified and to the Placing Agreement
        as specified not having been
        terminated or rescinded in accordance
        with its terms and in place of all
        existing powers and pursuant to
        Section 95 of the Companies Act 1985,
        to allot equity securities Section
        94(2) for cash pursuant to the
        authority conferred by Resolution S.2,
        disapplying the statutory pre-emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: a) pursuant to
        the placing and open offer up to an
        aggregate nominal amount of GBP
        21,873,630 million; b) in connection
        with rights issue, open offer or other
        issue in favor of ordinary
        shareholders; Authority at the end of
        5 years; and the Directors may allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made

- -------------------------------------------------------------------------------------------------------
INVENSYS PLC                                                                  Agenda: 700512800
     CUSIP: G49133104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: GB0008070418
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the disposal of the Powerware                         Mgmt       No Action         *
        business of Invensys PLC, to the Eaton
        Corporation, on the terms and subject
        to the conditions of the sale and
        purchase agreement dated 27 APR 2004,
        with such non material amendments,
        variations, waivers,



        revisions, and modifications as the
        Directors of Invensys PLC the
        Directors or duly authorized Committee
        of the Directors deem appropriate; and
        authorize the board of Directors to
        take all necessary steps and to
        execute all documents and deeds as the
        Directors deem necessary or desirable
        to implement and give effect to such
        disposal

- -------------------------------------------------------------------------------------------------------
BANK OF IRELAND (THE GOVERNOR AND COMPANY OF                                  Agenda: 700381736
THE BANK OF IRELAND)
     CUSIP: G49374146                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/9/2003            ISIN: IE0030606259
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Adopt the report of the Directors and                         Mgmt       No Action         *
        the accounts for the YE 31 MAR 2003
2.      Declare a dividend                                            Mgmt       No Action         *
3.a     Re-elect Mr. Roy Bailie as a Director                         Mgmt       No Action         *
3.b     Re-elect Mr. Laurence G. Crowley as a                         Mgmt       No Action         *
        Director
3.c     Re-elect Mr. Donal Geaney as a                                Mgmt       No Action         *
3.d     Re-elect Mr. Denis O Brien as a                               Mgmt       No Action         *
        Director
3.e     Re-elect Mr. John O Donovan as a                              Mgmt       No Action         *
        Director
4.      Authorize the Directors to determine                          Mgmt       No Action         *
        the remuneration of the Auditors
S.5     a)Authorize the Bank and/or any                               Mgmt       No Action         *
        subsidiary (as such expression is
        defined by Section 155 of the
        Companies Act, 1963) of the Bank to
        make market purchases (as defined by
        Section 212 of the Companies Act,
        1990) of units of ordinary stock of
        the Bank having a nominal value of EUR
        0.64 each on such terms and conditions
        and in such manner as the Directors
        or, as the case may be, the Directors
        of such subsidiary, may from time to
        time determine but subject, however,
        to the provisions of the 1990 Act and
        to the following restrictions and
        provisions: (i) the maximum number of
        units of Ordinary Shares authorized to
        be acquired pursuant to the terms of
        this resolution shall not exceed
        98,493,220 units; (ii) the minimum



        and maximum prices which may be paid
        for any such units of ordinary stock
        shall be determined in accordance with
        Bye-Law 39 of the Bye-Law of the Bank;
        (b) authorize the Bank and/or any
        subsidiary (as such expression is
        defined by Section 155 of the
        Companies Act, 1963) of the Bank to
        make market purchases (as defined by
        Section 212 of the Companies Act, 1990
        Act) of units of Non-Cumulative
        Preference Stock of Sterling GBP 1
        each of the Bank but subject, however,
        to the provisions of the 1990 Act and
        to the following restrictions and
        provisions provided that the nominal
        value of the units of Ordinary Stock
        Sterling Preference Stock and EURO
        Preference stock acquired pursuant to
        the terms of this resolution shall not
        exceed 10% of the nominal value of the
        issued capital stock of the Bank: (i)
        the maximum number of units of
        Sterling Preference authorized to be
        acquired pursuant to the terms of this
        resolution shall not exceed 1,876,090
        units; (ii) the minimum and maximum
        prices which may be paid for any such
        units of Sterling Preference Stock
        shall be determined in accordance with
        Bye-Law 39 of the Bye-Law of the Bank;
        (iii) the maximum number of units of
        EURO Preference Stock authorized to be
        acquired pursuant to the terms of this
        resolution shall not exceed 3,026,598
        units; (iv) the minimum and maximum
        prices which may be paid for any such
        units of EURO Preference Stock shall
        be determined in accordance with
        Bye-Law 39 of the Bye-laws of the Bank
        PROVIDED THAT the nominal value of the
        units of Ordinary Stock Sterling
        Preference Stock and EURO Preference
        stock acquired pursuant to the terms
        of this resolution shall not exceed
        10% of the nominal value of the issued
        capital stock of the Bank
S.6     Approve that, for the purposes of                             Mgmt       No Action         *
        Section 209 of the Companies Act,
        1990 the re-issue price range at
        which any units of treasury stock of
        the time being held by the Bank in
        accordance with Section 209 of the



        1990 Act may be re-issued off-market
        in accordance with Bye-law 40 of the
        Bye-law of the bank
S.7     Authorize the Directors to issue,                             Mgmt       No Action         *
        allot, grant options over or otherwise
        dispose of ordinary stock of the bank
        for cash on a non-pre- emptive basis
        or to agree to do any of the foregoing
        acts provided that the power conferred
        by this resolution shall; (i) be
        limited to the issue, allotment, grant
        of options over or other disposal of
        ordinary stock of a nominal amount of
        EUR 31.84 million, and (ii) expire on
        9 OCT 2003 or on the date of the
        Annual General Court of the Bank in
        2003, whichever is the earlier; and
        provided further that any ordinary
        stock which may be issued pursuant to
        any employee stock issue or stock
        option scheme approved by a General
        Court shall be disregarded for the
        purpose of both the maximum
S.8     Authorize the Directors, to issue,                            Mgmt       No Action         *
        allot, grant options over or otherwise
        dispose of ordinary stock of the Bank
        for cash on a non-pre- emptive basis
        or to agree to do any of the foregoing
        acts provided that the power conferred
        by this resolution shall: (i) be
        limited to the issue, allotment, grant
        of options over or other disposal of
        ordinary stock of a nominal amount, at
        the date of the passing of this
        resolution, of the lesser of 15% of
        the issued ordinary stock or the
        authorized but unissued ordinary stock
        in the capital of the Bank, and (ii)
        expire on 8 OCT 2004 or on the date of
        the Annual General Court of the Bank
        in 2004, whichever is the earlier; and
        provided further that any ordinary
        stock which may be issued pursuant to
        any employee stock issue or stock
        option scheme approved by a General
        Court shall be disregarded for the
        purposes of both

- -------------------------------------------------------------------------------------------------------
IRISH LIFE & PERMANENT PLC                                                    Agenda: 700507621
     CUSIP: G4945H105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: IE0004678656
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the accounts for the YE 31                            Mgmt       No Action         *
        DEC 2003 and the reports of the
        Directors and Auditors thereon
2.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares in the capital of the
        Company for the YE 31 DEC 2003
3.a     Re-appoint Mr. Denis Casey as a                               Mgmt       No Action         *
        Director, who retire in accordance
        with the Articles of Association
3.b     Re-appoint Mr. Kieran McGowan as a                            Mgmt       No Action         *
        Director, who retire in accordance
        with the Articles of Association
3.c     Re-appoint Mr. Kevin Murphy as a                              Mgmt       No Action         *
        Director, who retire in accordance
        with the Articles of Association
3.d     Re-appoint Mr. Finbar Sheehan as a                            Mgmt       No Action         *
        Director, who retire in accordance
        with the Articles of Association
3.e     Re-appoint Mr. David Went as a                                Mgmt       No Action         *
        Director, who retire in accordance
        with the Articles of Association
4.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
S.5     Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 155 of the
        Companies Act 1963, to make market
        purchases Section 212 of the Companies
        Act, 1990 of the Company s ordinary
        shares, in accordance with and subject
        to the provisions of the Companies
        Act, 1990 and the restriction and
        provisions, of up to aggregate number
        of ordinary shares will be 26,951,133;
        and for the purposes of the Section
        209 of the Companies Act, 1990, the
        reissue price range at which any
        treasury share defined by the Section
        209 reissued off-market be the price
        range in the Articles of Association
        of the Company
S.6     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 23 and Section 24(1) of the
        Companies Act 1983, to allot equity
        securities Section 23 for cash
        pursuant to the authority conferred by
        Resolution 8, disapplying the
        statutory pre-emption rights Section
        23(1), provided that this power is
        limited to the allotment of equity
        securities a) in connection with a
        rights issue, open offer or other
        offers in favor of ordinary
        shareholders; and b) up to an



        aggregate nominal value of GBP
        4,312,181 5% of the issued ordinary
        share capital; Authority expires the
        earlier of the conclusion of the AGM
        of the Company or 15 months; and,
        authorize the Directors to allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry

- -------------------------------------------------------------------------------------------------------
CARLTON COMMUNICATIONS PLC                                                    Agenda: 700471876
     CUSIP: G4984A110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/19/2004           ISIN: GB0033986497
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-appoint Sir Peter Burt as a Non-                           Mgmt       No Action         *
        Executive Director
2.      Re-appoint Mr. David Chance as a Non-                         Mgmt       No Action         *
        Executive Director
3.      Re-appoint Mr. James Crosby as a Non-                         Mgmt       No Action         *
        Executive Director
4.      Re-appoint Mr. John McGrath as a Non-                         Mgmt       No Action         *
        Executive Director
5.      Re-appoint Sir Brian Pitman as a Non-                         Mgmt       No Action         *
        Executive Director
6.      Re-appoint Sir George Russell as a                            Mgmt       No Action         *
        Non-Executive Director
7.      Re-appoint Mr. Etienne de Villiers as                         Mgmt       No Action         *
        a Non-Executive Director
8.      Re-appoint Mr. Charles Allen as a                             Mgmt       No Action         *
        Non-Executive Director
9.      Re-appoint Mr. Henry Staunton as a                            Mgmt       No Action         *
        Non-Executive Director
10.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and for the purpose of
        Section 80 of the Companies Act 1985,
        to allot relevant securities up to an
        aggregate nominal amount of GBP 140
        million consisting of 1.36 billion
        ordinary shares and 41 million
        convertible shares; Authority expires
        the earlier of the conclusion of the
        AGM of the Company in 2009 or 18 APR
        2009; and the Directors may allot
        relevant securities after the expiry
        of this authority in pursuance of such
        an offer or agreement made prior to
        such
S.11    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95(1) of the Companies Act
        1985, to allot equity securities



        Section 94 wholly for cash held by the
        Company as treasury shares pursuant to
        the authority conferred by Resolution
        10, disapplying the statutory
        pre-emption rights Section 89(1),
        provided that this power is limited to
        the allotment of equity securities: a)
        in connection with a rights issue in
        favor of ordinary shareholders; b) up
        to an aggregate nominal amount of GBP
        21 million consisting of 204 million
        ordinary shares and 6 million
        convertible shares in the Company;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 18 JUL 2005; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior to such expiry
12.     Authorize the Company and any company                         Mgmt       No Action         *
        that is or becomes the subsidiary of
        the Company, for the purposes of Part
        XA of the Companies Act 1985 as
        amended, to make donations to EU
        political organization and to incur EU
        political expenditure up to a maximum
        aggregate amount of GBP 160,000;
        Authority expires at the conclusion of
        the next AGM
14.     Approve the Performance Share Plan                            Mgmt       No Action         *
        PSP as prescribed and authorize the
        Directors to do all such acts and
        things as may be necessary or
        desirable to carry the PSP into effect
        or to comply with the UK Listing
        Authority and/or institutional
        requirements
S.13    Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985 and Article 49 of
        the Articles of Association and
        Chapter VII of Part V of the Companies
        Act, to make market purchases Section
        163 of up to 408 million ordinary
        shares and 112 million convertible
        shares, at a minimum price equal to 10
        cents and not more than 5% above the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the



        Company or 18 JUL 2005; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares which will
        or may be executed wholly





                                                                        
- -------------------------------------------------------------------------------------------------------
JOHNSON ELECTRIC HOLDINGS LTD                                                 Agenda: 700357583
     CUSIP: G5150J140                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/21/2003           ISIN: BMG5150J1403
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        consolidated accounts and the reports
        of the Directors and the Auditors for
        the YE 31 MAR 2003
2.      Approve to declare final dividend in                          Mgmt       No Action         *
        respect of the YE 31 MAR 2003
3.      Re-elect the Directors                                        Mgmt       No Action         *
4.      Approve the remuneration of the                               Mgmt       No Action         *
        Directors
5.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors to fix their
6.      Approve the number the Directors of                           Mgmt       No Action         *
        the Company at 15 and authorize the
        Directors to elect or appoint
        additional Directors up to 15
7.1     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and dispose of
        additional shares in the capital of
        the Company, and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding 5% of the aggregate nominal
        amount of the issued share capital of
        the Company at the date of passing
        this resolution, otherwise than
        pursuant to a rights issue; or
        exercise of subscription rights under
        any warrant to subscribe for shares of
        the Company; or any options granted
        under the Company s Share Option
        Scheme; Authority expires the earlier
        of the conclusion of the next AGM of
        the Company or the expiration of the
        period within which the next AGM of
        the Company is required by the
        Bye-laws of the Company or any
        applicable law
7.2     Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with all applicable laws,
        to purchase its own shares on the
        Stock Exchange of Hong Kong Limited
        Stock Exchange or any other stock
        exchange recognized by the Securities



        and Futures Commission and the Stock
        Exchange under the Hong Kong Code on
        share repurchases by the Company,
        during the relevant period, not
        exceeding 10% of the aggregate nominal
        amount of the issued share capital of
        the Company at the date of passing
        this resolution; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM of the Company is required by the
        Bye-laws of the Company or any
        applicable law
7.3     Approve to extend the general mandate                         Mgmt       No Action         *
        granted to the Directors of the
        Company to allot shares pursuant to
        Resolution 7.1, by an amount
        representing the aggregate nominal
        amount of the share capital of the
        Company repurchased by the Company
        pursuant to Resolution 7.2, provided
        that such additional amount does not
        exceed 10% of the aggregate nominal
        amount of the issued share capital of
        the Company as at the date of passing
        this resolution

- -------------------------------------------------------------------------------------------------------
JOHNSON MATTHEY PLC                                                           Agenda: 700383603
     CUSIP: G51604109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/16/2003           ISIN: GB0004764071
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s annual accounts                         Mgmt       No Action         *
        for the FYE 31 MAR 2003 together with
        the Directors report and the Auditors
        report on those accounts
10.     Approve that, in accordance with                              Mgmt       No Action         *
        Article 9(C)(1) and notwithstanding
        any subsequent amendment or removal of
        that Article, the prescribed period as
        defined in Article 9(B)(iii)(a) be
        from the date of the passing of this
        resolution up to and including 15 JUL
        2008 and that the Section 80 amount as
        defined in Article 9(B)(iv) be GBP
        72,508,907
2.      Receive and approve the Directors                             Mgmt       No Action         *
        remuneration report for the YE 31 2003
        and the Auditors report on the
        auditable part of the Directors
        remuneration report
3.      Declare a final dividend of 17.7                              Mgmt       No Action         *
        pence per share on the ordinary
        shares of the Company for the YE 31



4.      Elect Mr. A.M. Thomson as a Director                          Mgmt       No Action         *
        of the Company
5.      Elect Mr. R.J.W. Walvis as a Director                         Mgmt       No Action         *
        of the Company
6.      Elect Mr. H.M.P. Miles as a Director                          Mgmt       No Action         *
        of the Company
7.      Elect Mr. N.A.P. Carson as a Director                         Mgmt       No Action         *
        of the Company
8.      Elect Mr. D.W. Morgan as a Director                           Mgmt       No Action         *
        of the Company
9.      Appoint KPMG Audit Plc as the Auditor                         Mgmt       No Action         *
        of the Company until the conclusion of
        the next general meeting at which
        accounts are laid and authorize the
        Directors to determine their
        remuneration
S.11    Approve, subject to the Resolution 10                         Mgmt       No Action         *
        and pursuant to the authority
        contained and in accordance with
        Article 9(C)(ii) and notwithstanding
        any subsequent amendment or removal of
        that Article, the prescribed period as
        defined in Article 9(B)(iii)(b) be
        from the date of the passing of this
        resolution until the conclusion of the
        next AGM of the Company and that
        Section 89 amount as defined in
        Article 9(B)(v) be GBP 10,974,555 5%
        of the issued ordinary
S.12    Authorize the Company, in accordance                          Mgmt       No Action         *
        with Chapter VII of Part V of the
        Companies Act 1985 the Act to make on
        or more market purchases Section
        163(3) of up to 21,949,109 ordinary
        shares, at a minimum price of 100p and
        up to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires at
        the conclusion of the AGM of the
        Company in 2004; the Company, before
        the expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry
S.13    Approve to adopt the regulations as                           Mgmt       No Action         *
        the Articles of Association of the
        Company in substitution for and to the
        exclusion of the existing Articles of
        Association



- -------------------------------------------------------------------------------------------------------
KERRY GROUP PLC                                                               Agenda: 700513357
     CUSIP: G52416107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: IE0004906560
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the accounts for                          Mgmt       No Action         *
        the YE 31 DEC 2003 and the Directors
        and the Auditors reports thereon
2.      Declare a final dividend as                                   Mgmt       No Action         *
        recommended by the Directors
3.a.i   Re-elect Mr. Denis Buckley as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Article 102 of the Articles of
        Association of the Company
3.a.v   Re-elect Mr. Michael J. Sullivan as a                         Mgmt       No Action         *
        Director, who retires in accordance
        with Article 102 of the Articles of
        Association of the Company
3.aii   Re-elect Mr. Flor Healy as a                                  Mgmt       No Action         *
        Director, who retires in accordance
        with Article 102 of the Articles of
        Association of the Company
3.aiv   Re-elect Mr. Desmond O Connor as a                            Mgmt       No Action         *
        Director, who retires in accordance
        with Article 102 of the Articles of
        Association of the Company
3.b.i   Re-elect Mr. Kevin Kelly as a                                 Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Articles of
        Association of the Company
3.bii   Re-elect Mr. Brian Mehigan as a                               Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Articles of
        Association of the Company
3aiii   Re-elect Mr. Timothy G. Horan as a                            Mgmt       No Action         *
        Director, who retires in accordance
        with Article 102 of the Articles of
        Association of the Company
4.      Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
5.      Approve the Section 20 authority                              Mgmt       No Action         *
S.6     Approve the disapplication of                                 Mgmt       No Action         *
        Section 23

- -------------------------------------------------------------------------------------------------------
KESA ELECTRICALS PLC                                                          Agenda: 700507823
     CUSIP: G5244H100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: GB0033040113
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the financial statements of the
        Company for the YE 31 JAN 2004



        together with the report of the
        Auditors
10.     Re-appoint Mr. Andrew Robb as a                               Mgmt       No Action         *
        Director who retires under Article
        107 of the Company s Articles of
        Association
11.     Re-appoint Mr. Bernard Defau as a                             Mgmt       No Action         *
        Director who retires under Article
        107 and 113 of the Company s Articles
        of Association
12.     Authorize the Directors to exercise                           Mgmt       No Action         *
        all the powers of the Company, for the
        purpose of Section 80 of the UK
        Companies Act 1985 ACT, to allot
        relevant securities, up to an
        aggregate nominal amount of GBP
        44,129,432; Authority expires on 25
        MAY 2009; and the Company may make
        any offer or agreement before the
        expiry of this authority that would or
        might require relevant securities to
        be allotted after this authority has
        expired and the Directors may allot
        relevant securities in pursuance to
        such offer or agreement
13.     Approve the Board of Inland Revenue,                          Mgmt       No Action         *
        the Kesa Electricals PLC Share
        Incentive Plan SIP and the draft trust
        deed and rules constituting the SIP,
        copies of which have been produced to
        the Meeting and for the purpose of
        identification only initialed by the
        Chairman and authorize the Directors
        to do all acts and things necessary or
        expedient to implement SIP and make
        changes to the draft trust deed and
        the rules of SIP as they consider
        necessary or desirable to obtain any
        approvals or to take account of any
        statutory fiscal, exchange control or
        securities regulations either
        generally or in relation to any
        potential participants provided that
        overall limits contained in the SIP
14.     Approve the Kesa Electricals PLC d                            Mgmt       No Action         *
        Epargne de Groupe PEG and the draft
        rules constituting the PEG, copies of
        which have been produced to the
        Meeting and for the purpose of
        identification only initialed by the
        Chairman in respect of all French
        subsidiaries of the Group which adhere
        to the PEG and authorize the Directors
        to do all acts and things necessary or
        expedient to implement



        PEG and making rule changes to the
        terms and conditions of the PEG as
        they consider necessary or desirable
        to obtain any approvals or to take
        account of any statutory fiscal,
        exchange control or securities
        regulations either generally or in
        relation to any potential participants
        provided that overall limits contained
        in the PEG
15.     Approve the Kesa Electricals PLC                              Mgmt       No Action         *
        Long-Term Incentive Plan LTIP and the
        draft rules constituting the PEG,
        copies of which have been produced to
        the Meeting and for the purpose of
        identification only initialed by the
        Chairman and authorize the Directors
        to do all acts and things necessary or
        expedient to implement LTIP and making
        such changes to the rules establishing
        the LTIP as they consider necessary or
        desirable to obtain any approvals or
        to take account of any statutory
        fiscal, exchange control or securities
        regulations either generally or in
        relation to any potential participants
16.     Authorize the Directors to establish                          Mgmt       No Action         *
        such number of supplement or
        appendices to the LTIP, PEG and the
        SIP Schemes or such other employees
        share schemes based on the Schemes in
        relation to the ordinary shares in the
        capital of the Company Shares as they
        will be necessary or appropriate to
        take advantage of, or comply with,
        local Laws and regulations, for the
        benefit of employees of the Company or
        any of its subsidiaries who are
        resident or working overseas and for
        whom participation in the Schemes is
        otherwise undesirable or impractical
        and from time to time to make or
        permit the making of such alteration
        to such supplements, appendices or
        other employees share schemes as they
        consider necessary or desirable and
        the Directors consider practicable,
        substantial equally of treatment
        between UK employees and the employees
        resident overseas and the overall
        limits on the number of shares which
        will be subscribed under all the
        Company s employees share schemes will
        be not be increased



2.      Re-appoint PricewaterhouseCoopers,                            Mgmt       No Action         *
        the retiring Auditors and authorize
        the Directors to determine their
        remuneration
3.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 JAN 2004
4.      Declare a final dividend of 7.5 pence                         Mgmt       No Action         *
        per ordinary share
5.      Re-appoint Mr. David Newlands as a                            Mgmt       No Action         *
        Directors who retires under Article
        107 of the Company s Articles of
        Association
6.      Re-appoint Mr. Jean-Neol Labroue as a                         Mgmt       No Action         *
        Director who retires under Article 107
        of the Company s Articles of
        Association
7.      Re-appoint Mr. Martin Reavley as a                            Mgmt       No Action         *
        Director who retires under Article
        107 of the Company s Articles of
        Association
8.      Re-appoint Mr. Peter Wilson as a                              Mgmt       No Action         *
        Director who retires under Article
        107 of the Company s Articles of
        Association
9.      Re-appoint Mr. Micheal Brossard as a                          Mgmt       No Action         *
        Director who retires under Article
        107 of the Company s Articles of
        Association
S.17    Approve to make donation to European                          Mgmt       No Action         *
        Union EU political Organizations to
        incur EU political expenditure up to
        an aggregate not exceeding GBP 250,000
        during the period ending on the date
        of the AGM in 2005 and the authority
        will extend to enable any such
        donation to be made or expenditure to
        be incurred either by the Company or
        by its subsidiaries
S.18    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with provisions of Section
        95(1) of the Act, to allot equity
        securities, for cash pursuant to the
        authority conferred by Resolution 12
        above and/or where such allotment
        constitutes an allotment of equity
        securities by virtue of Section 94(3A)
        of the Act, disapplying the statutory
        pre-emption rights Section 89(1),
        provided with such power: i) allot
        equity securities in connection with a
        rights issue, open offer or any other
        pre-emptive offer in favor of holders
        of ordinary



        shares in the capital of the Company,
        where the equity securities
        respectively attributable to the
        interests of the holders of ordinary
        shares are proportionate to the
        respective amounts held by them, as
        the Directors may deem necessary or
        expedient to deal with fractional
        entitlements or legal or practical
        problems arising under the Laws of, or
        the requirements of, any regulator or
        stock exchange authority in
        jurisdiction or any other matter
        whatsoever b) up to maximum nominal
        amount of GBP 6,619,415; Authority
        expires on 25 MAY 2009; and the
        Company may make any offer or
        agreement before such expiry that
        would or might require equity
        securities to be allotted after this
        authority has expired and the
        Directors may allot equity securities
S.19    Authorize the Company, in accordance                          Mgmt       No Action         *
        with Section 166 of the Companies Act
        1985, to make market purchases Section
        163(3) of up to 52,995,321 ordinary
        shares, at a minimum price which will
        be paid for ordinary share is 025p and
        not more than 5% above the average
        market value for such shares taken
        from the London Stock Exchange Daily
        Official List, for the 5 business days
        before the date of purchase; Authority
        expires at the conclusion of the AGM
        of the Company in 2005; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares which will
        or may be executed wholly or partly
        after such expiry

- -------------------------------------------------------------------------------------------------------
KIDDE PLC                                                                     Agenda: 700480267
     CUSIP: G5254B100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: GB0000154020
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the accounts of the                         Mgmt       No Action         *
        Company for the YE 31 DEC 2003 and the
        reports of the Directors
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report as specified
3.      Declare a final dividend recommended                          Mgmt       No Action         *
        by the Directors of 1.81p per
        ordinary share of the Company



4.      Elect Mr. Richard Gillingwater as a                           Mgmt       No Action         *
        Director, who retires in accordance
        with the Articles of Association
5.      Re-elect Mr. Michael Kirkwood as a                            Mgmt       No Action         *
        Director, who retires in accordance
        with the Articles of Association
6.      Re-elect Mr. John Paulter as a                                Mgmt       No Action         *
        Director, who retires in accordance
        with the Articles of Association
7.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company to hold
        office until the conclusion of the
        next general meeting at which accounts
        are laid
8.      Authorize the Directors to determine                          Mgmt       No Action         *
        the remuneration of the Auditors
9.      Authorize the Directors, for the                              Mgmt       No Action         *
        purpose of Section 80 of the Companies
        Act 1985, to allot relevant securities
        Section 80 up to an aggregate nominal
        amount of GBP 26,960,627.90; Authority
        expires at the conclusion of the next
        AGM of the Company; the Company,
        before such expiry, may make an offer
        or agreement which would or might
        require relevant securities to be
        allotted after such expiry and the
        Directors may allot relevant
        securities in pursuance of such an
        offer or agreement not withstanding
        that the authority conferred by this
        resolution has expired
S.10    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 9 and
        pursuant to Section 95 of the
        Companies Act 1985 the Act, to allot
        equity securities Section 94 of the
        Act pursuant to the authority
        conferred by Resolution 9, disapplying
        the statutory pre-emption rights
        Section 89(1), provided that this
        power is limited to the allotment of
        equity securities: a) in connection
        with a rights issue, options issue in
        favor of the holders of equity
        securities; and b) up to an maximum
        nominal amount of GBP 4,200,000;
        Authority expires at the conclusion of
        the next AGM of the Company; and the
        Company, before such expiry, may make
        an offer or agreement which would or
        might require equity securities to be
        allotted after such expiry and the



        Directors may allot equity securities
        in pursuance of such an offer or
        agreement
S.11    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Section 166 of the Companies Act 1985,
        to make one or more market purchases
        Section 163(3) of the Act of
        42,000,000 ordinary shares, at a
        minimum price of 10 pence and up to
        105% of the average of the middle
        market prices for an ordinary share
        derived from the Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the
        Company s next AGM or 18 months
S.12    Amend the Company s Articles of                               Mgmt       No Action         *
        Association as specified

- -------------------------------------------------------------------------------------------------------
KINGFISHER PLC                                                                Agenda: 700384530
     CUSIP: G5256E359                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 7/4/2003            ISIN: GB0030738503
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve that the demerger of the                              Mgmt       No Action         *
        electricals business of the Company
        Demerger, upon the terms and
        conditions in the circular dated 17
        JUN 2003 and upon the recommendation
        of the Directors of the Company and
        immediately upon the ordinary shares
        of 5 pence each Kesa shares in Kesa
        Electricals PLC Kesa Electricals
        issued to holders of ordinary shares
        of the Company Kingfisher shares in
        connection with the Demerger being
        admitted to the Official List of the
        UK Listing Authority and to trading on
        the London Stock Exchange PlC s market
        for listed securities admission an
        interim dividend on the Kingfisher
        shares, equal to the aggregate book
        value of the Company s interest in its
        wholly-owned subsidiary, Kesa Holdings
        Limited be declared payable to holders
        of Kingfisher shares on the register
        of members of the Company on 07 JUL
        2003 Demerger record time, such
        dividend to be satisfied by the
        transfer effective immediately upon
        the admission by the Company to Kesa
        Electricals of the entire issued share
        capital of Kesa Holdings Limited, in
        consideration for which



        Kesa Electricals has agreed to allot
        and issue the Kesa shares, effective
        immediately upon admission and
        credited as fully paid, to such
        shareholders in proportion of one Kesa
        share for every one Kingfisher share
        held by such shareholders save that
        the number of Kesa shares to be
        allotted and issued to each of Ms.
        Helen Jones and Mr. Francis Mackay as
        holders of Kingfisher shares shall be
        reduced by the number of Kesa shares
        already held by them for the purposes
        of the Demerger being 13 and 7 Kesa
        shares respectively so that upon the
        admission all holders of Kingfisher
        shares including Ms. Helen Jones and
        Mr. Francis Mackay will hold one Kesa
        share for each Kingfisher share held
        at the Demerger record time; and
        authorize the Directors of the Company
        to do all such acts and things on
        behalf of the Company and any of its
        subsidiaries
2.      Approve conditionally on and                                  Mgmt       No Action         *
        immediately after the Kesa Share
        Issue: (a) every one Kingfisher share
        then in issue shall be sub-divided
        into seven shares of 127/28 pence each
        in the capital of the Company each a
        subdivided ordinary share and
        forthwith upon such sub-division every
        eight subdivided ordinary shares shall
        be consolidated into one new ordinary
        share of 155/7 pence in the capital of
        the Company a consolidated ordinary
        share provided that no shareholder
        shall be entitled to a fraction of a
        consolidated ordinary share and all
        fractional entitlements arising from
        such sub-division and consolidation
        shall be aggregated into consolidated
        ordinary shares and as soon as
        practicable following admission of the
        consolidated ordinary shares to the
        Official List of the UK Listing
        Authority and to trading on the London
        Stock Exchange PLC s market for listed
        securities, sold and the aggregate
        proceeds net of costs and expenses
        shall be either retained by the
        Company or remitted to the relevant
        shareholder; (b) all of the authorized
        but unissued Kingfisher shares at that
        time shall be consolidated into one
        undesignated



        share of a nominal value equal to the
        aggregate nominal amount of the
        unissued Kingfisher shares so
        consolidated and forthwith on such
        consolidation the said undesignated
        share shall be sub-divided into such
        number of ordinary share of 155/7 each
        an unissued consolidated share
        provided that any fraction of an
        unissued consolidated share arising
        from such sub-division shall be
        cancelled; and (c) every resolution of
        the Company in general meeting
        currently in force shall be
        constructed
3.      Approve conditionally on immediately                          Mgmt       No Action         *
        after the Kesa Share Issue: (a) the
        rules of the Kesa Group Sharesave
        Scheme and the rules of the Kesa Group
        International Sharesave Plan including
        the schedule relating to the grant of
        options to French employees; (b) the
        Directors of Kesa Electricals be
        authorized to make such modifications
        as they may consider necessary for the
        purposes of giving effect to this
        resolution, including making such
        amendments as may be necessary to
        obtain the approval of the United
        Kingdom Inland Revenue, or such other
        approvals as the Directors may
        consider necessary as desirable; and
        (c) the Directors of Kesa Electricals
        be authorized to establish further
        schemes or plans based on the Kesa
        Group Sharesave Scheme and the Kesa
        Group
4.      Approve conditionally on and                                  Mgmt       No Action         *
        immediately after the Kesa Share Issue
        has become effective: (a) the rules of
        the Kesa Group Demerger Award Plan;
        (b) the Directors of Kesa Electricals
        be authorized to make such
        modifications as they deem necessary
        for the purposes of implementing and
        giving effect to this resolution; and
        (c) the Directors of Kesa Electricals
        be authorize to establish further
        schemes or plans based on the Kesa
        Group Demerger Award Plan, but
        modified to take account of local tax,
        exchange control or securities law in
        overseas territories, provided that
        any Kesa shares made available under
        such schemes or plans are



        treated as counting against the limits
        on individual and overall
        participation contained in the rules
5.      Approve conditionally on and                                  Mgmt       No Action         *
        immediately after the Kesa Share Issue
        has become effective: (a) the rules of
        the Kesa Group Incentive Compensation
        Plan; (b) the Director of Kesa
        Electricals be authorized to make such
        modifications as they consider
        necessary for the purposes of
        implementing and giving effect to this
        resolution; and (c) the Directors of
        Kesa Electricals be authorized to
        establish further schemes or plans
        based on the Kesa Group Incentive
        Compensation Plan or adopt schedules
        thereto but modified to take account
        of local tax, exchange control or
        securities law in overseas
        territories, provided that any Kesa
        shares made available under such
        schemes or plans are treated as
        counting against the limits on
        individual and overall participation
        contained in the rules of the Kesa
        Group Incentive
6.      Approve conditionally on and                                  Mgmt       No Action         *
        immediately after the Kesa Share Issue
        has become effective: (a) the draft
        Kesa Group Employee Benefit Trust; (b)
        the Directors of Kesa Electricals be
        authorized to make such modifications
        as they consider necessary or
        expedient for the purposes of
        implementing and giving effect to this
        resolution; and (c) authorize the
        Directors of Kesa Electricals to
        establish further trusts based on the
        Kesa Group Employee Benefit Trust or
        adopt schedules thereto but modified
        to take account of local tax, exchange
        control securities law in overseas

- -------------------------------------------------------------------------------------------------------
KINGFISHER PLC                                                                Agenda: 700514929
     CUSIP: G5256E383                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/3/2004            ISIN: GB0002620150
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        including the Corporate Governance
        report and the financial statements
        for the YE 31 JAN 2004 along with the
        report of the Auditors



10.     Authorize the Board of Directors to                           Mgmt       No Action         *
        offer any holders of any shares in the
        capital of the Company the right to
        elect to receive shares in the capital
        of the Company, instead of cash, in
        respect of all or part of all or any
        dividends declared or paid during the
        period prior to the AGM of the Company
        to be held in 2009, on the terms and
        conditions in Article 138.1 of the
        Articles of Association
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 JAN 2004
3.      Declare a final dividend of 6.15                              Mgmt       No Action         *
        pence on the ordinary shares for
        payment on 11 JUN 2004
4.      Elect Mr. Tatton-Brown as a Director                          Mgmt       No Action         *
5.      Re-elect Sir Francis Mackay as a                              Mgmt       No Action         *
        Director
6.      Re-elect Mr. Hepher as a Director                             Mgmt       No Action         *
7.      Re-elect Mrs. Salmon as a Director                            Mgmt       No Action         *
8.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Company s Auditors and
        authorize the Directors to fix their
        remuneration
9.      Authorize the Directors to allot                              Mgmt       No Action         *
        relevant securities Section 80 of the
        Companies Act 1985 and to make an
        offer or agreement which would or
        might require relevant securities to
        be allotted up to an aggregate nominal
        amount of GBP 108,526,099; Authority
        expires earlier of at the conclusion
        of the next AGM of the Company or on
        03 SEP 2005
S.11    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section
        94(2), disapplying the per emption
        rights Section 89(1), provided that
        this power shall be limited to the
        allotment of equity securities: i) in
        connection with a rights issue for
        cash in favor of ordinary
        shareholders; and ii) up to an
        aggregate nominal amount not exceeding
        5% of the nominal value of the issued
        share capital of the Company;
        Authority expires earlier of, the
        conclusion of the next AGM of the
        Company or on 03 SEP 2005; and the
        Directors may allot equity



        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior
S.12    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 44 of the Company s Articles
        of Association and Section 166 of the
        Companies Act 1985, to make market
        purchases Section 163(3) of up to
        233,210,664 of its ordinary shares, at
        a maximum price of an amount equal to
        105% of the average of the middle
        market quotations of such shares as
        derived form the stock exchange daily
        official list for the 5 business after
        such purchase; Authority shall expire
        at the conclusion of the next AGM of
        the Company or on 03 DEC 2005; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly

- -------------------------------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC                                                     Agenda: 700478806
     CUSIP: G54404127                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: GB0005603997
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report and the accounts                           Mgmt       No Action         *
        for the YE 31 DEC 2003
2.      Declare a final dividend of 3.33p per                         Mgmt       No Action         *
        ordinary share
3.      Re-elect Mr. C.R.R Avery as a                                 Mgmt       No Action         *
        Director, who retires by rotation
4.      Re-elect Mr. J.B Morgans as a                                 Mgmt       No Action         *
        Director, who retires by rotation
5.      Re-elect Mr. J.B Pollock as a                                 Mgmt       No Action         *
        Director, in accordance with Article
6.      Re-elect Mr. D.J Prosser as a                                 Mgmt       No Action         *
        Director, who retires by rotation
7.      Re-elect Dr. R.H Schmitz as a                                 Mgmt       No Action         *
        Director, who retires by rotation
8.      Re-elect Mr. J.M Strachan as a                                Mgmt       No Action         *
        Director, in accordance with Article
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company;
        Authority expires at the conclusion of
        the next AGM
10.     Authorize the Directors to determine                          Mgmt       No Action         *
        the Auditors remuneration
11.     Approve the Directors report on                               Mgmt       No Action         *
        remuneration and the accounts



12.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 80 of the Companies Act 1985,
        to allot relevant securities Section
        80 up to an aggregate nominal amount
        of GBP 8,129,827 5% of the issued
        share capital of the Company;
        Authority expires the earlier of the
        next AGM of the Company or 30 JUN 2005;
        and the Directors may make allotments
        during the relevant period which may
        be exercised after the relevant period
S.13    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 12 and
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94 for cash
        pursuant to the authority conferred by
        Resolution 12, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: a) in connection with a
        rights issue in favor of ordinary
        shareholders; b) up to an aggregate
        nominal amount of GBP 8,129,827 5% of
        the issued share capital; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or 30
        JUN 2005; and the Directors may allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.14    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 7 of the Articles of
        Association of the Company, for the
        purpose of Section 166 of the
        Companies Act 1985, to make market
        purchases of any of its ordinary
        shares of up to 325,193,096 ordinary
        shares 5% of the issued share capital
        of the Company, at a minimum price of
        2.5p and up to 105% of the average
        middle market quotations for such
        shares derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or 30
        JUN 2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry
S.15    Amend the Articles of Association, by                         Mgmt       No Action         *
        deleting the figures from Article 4



        of GBP 150,000,000 and GBP
        6,000,000,000 and substituting it
        with the figures GBP 230,000,000 and
        9,200,000,000, respectively
S.16    Amend the Articles of Association, by                         Mgmt       No Action         *
        deleting the figure from Article 95
        of GBP 750,000 and substituting it
        with the figure GBP 1,000,000
S.17    Amend the Article 86, 87, 88, 91 and                          Mgmt       No Action         *
        92 of the Articles of Association of
        the Company
S.18    Adopt the Legal & General Group Plc                           Mgmt       No Action         *
        Share Bonus Plan the SBP and authorize
        the Directors of the Company to do all
        acts, matters and things which they
        may consider necessary or desirable in
        order to carry the SBP into effect,
        including the making of non-material
        or consequential amendments thereto
S.19    Adopt the Legal & General Group Plc                           Mgmt       No Action         *
        Performance Share Plan the PBP and
        authorize the Directors of the Company
        to do all acts, matters and things
        which they may consider necessary or
        desirable in order to carry the PBP
        into effect, including the making of
        non-material or consequential
        amendments thereto

- -------------------------------------------------------------------------------------------------------
LI & FUNG LTD                                                                 Agenda: 700498783
     CUSIP: G5485F144                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: BMG5485F1445
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        consolidated accounts and the reports
        of the Directors and the Auditors for
        the YE 31 DEC 2003
2.      Declare a final dividend for the YE 31                        Mgmt       No Action         *
        DEC 2003
3.1     Re-elect Mr. Danny Lau Sai Wing as an                         Mgmt       No Action         *
        Executive Director
3.2     Re-elect Mr. Annabella Leung Wai Ping                         Mgmt       No Action         *
        as an Executive Director
3.3     Re-elect Mr. Paul Edward Selway-Swift                         Mgmt       No Action         *
        as an Independent Non-Executive
        Director
4.      Approve to fix the Directors fees at                          Mgmt       No Action         *
        HKD 80,000 per annum for the YE 31 DEC
        2004 and each subsequent FY until the
        Company decides otherwise and an
        additional amount of HKD 50,000 per



        annum for the YE 31 DEC 2004 and each
        subsequent FY until the Company
        decides otherwise, payable to the
        Non-Executive Directors who serve on
        the Audit Committee
5.      Re-appoint PricewaterhouseCoopers as                          Mgmt       No Action         *
        the Auditors and authorize the
        Directors to fix their remuneration
6.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase shares of the
        Company during the relevant period, on
        The Stock Exchange of Hong Kong
        Limited or any other stock exchange on
        which the shares of the Company have
        been or may be listed and recognized
        by the Securities and Futures
        Commission under the Hong Kong Code on
        Share Repurchases for such purposes,
        not exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or the
        expiration of the period within which
        the next AGM of the Company is to be
        held pursuant to Companies Act 1981 of
        Bermuda (as
7.      Authorize the Directors to allot,                             Mgmt       No Action         *
        issue and deal with additional shares
        in the capital of the Company and make
        or grant offers, agreements and
        options during and after the relevant
        period, not exceeding the aggregate of
        a) 20% of the aggregate nominal amount
        of the issued share capital of the
        Company; plus b) the nominal amount of
        share capital repurchased up to 10% of
        the aggregate nominal amount of the
        issued share capital, otherwise than
        pursuant to i) a rights issue; or ii)
        any share option scheme or similar
        arrangement; or iii) any scrip
        dividend or similar arrangement;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM of
        the Company is to be held pursuant to
        Companies Act 1981 of Bermuda (as
        amended)
8.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to exercise the powers of the
        Company referred to in Resolution 7 in
        respect of the share capital of the
        Company referred to in Resolution



S.9     Amend the Bye-laws of the Company by:                         Mgmt       No Action         *
        amending Bye-law 1, 85, 109, 110(A),
        115

- -------------------------------------------------------------------------------------------------------
LI & FUNG LTD                                                                 Agenda: 700409748
     CUSIP: G5485F144                         Meeting Type: SGM
    Ticker:                                   Meeting Date: 9/22/2003           ISIN: BMG5485F1445
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and ratify the sale and                               Mgmt       No Action         *
        purchase and sale agreement dated 18
        AUG 2003, the Agreement, entered into
        between Colby Group Holdings Limited,
        a wholly owned subsidiary of the
        Company and Mr. Alan Chartash Mr.
        Chartsh and the transactions
        contemplated thereunder; authorize any
        one of the Directors of the Company to
        do all such further acts and things
        and execute such further documents and
        take all steps which in his opinion
        may be necessary, desirable or
        expedient to implement and/or give
        effect to the Agreement and the
        transactions contemplated thereunder
        with any changes as such Director may
        consider necessary, desirable or
        expedient; and authorize the Directors
        to allot and issue 3,797,191 new
        ordinary shares of HKD 0.025 each of
        the Company, as the consideration
        shares to the order to Mr. Chartash
        pursuant to the terms of the
        Agreement, which consideration shares
        shall not deemed to be allotted and
        issued pursuant to the general mandate
        granted to the Directors at the AGM of
        the Company held on 12 MAY 2003 and
        shall rank pari passu in all respects
        with the existing shares

- -------------------------------------------------------------------------------------------------------
LLOYDS TSB GROUP PLC                                                          Agenda: 700500413
     CUSIP: G5542W106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: GB0008706128
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and of the Auditors
        for the YE 31 DEC 2003
11.     Approve the draft rules of the Lloyds                         Mgmt       No Action         *
        TSB Performance Share Plan Plan as
        specified and authorize the



        Directors to cause the rules to be
        adopted in, or substantially in, the
        form of the draft and to do all acts
        and things necessary or expedient to
        carry the plan into effect; and
        approve the amendment to the Lloyds
        TSB Group No. 2 Executive Share Option
        Scheme 1997 as specified and authorize
        the Directors to adopt the amendments
        from 01 JAN 2005
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report contained in the report and
        accounts
3.a     Elect Mr. P.G. Ayliffe as a Director,                         Mgmt       No Action         *
        who retires under Article 78 of the
        Company s Articles of Association
3.b     Elect Dr. W.C.G. Berndt as a                                  Mgmt       No Action         *
        Director, who retires under Article
        78 of the Company s Articles of
3.c     Elect Mrs. A.A. Knight as a Director,                         Mgmt       No Action         *
        who retires under Article 78 of the
        Company s Articles of Association
3.d     Elect Mrs. H.A. Weir as a Director,                           Mgmt       No Action         *
        who retires under Article 78 of the
        Company s Articles of Association
4.a     Re-elect Mr. Ewan Brown as a                                  Mgmt       No Action         *
        Director, who retires by rotation
        under Article 81 of the Company s
        Article of Association
4.b     Re-elect Mr. Mr. J.E. Daniels as a                            Mgmt       No Action         *
        Director, who retire by rotation
        under Article 81 of the Company s
        Article of Association
4.c     Re-elect Mr. D.P. Pritchard as a                              Mgmt       No Action         *
        Director, who retires by rotation
        under Article 81 of the Company s
        Article of Association
4.d     Re-elect Mr. M.A. Van den Bergh as a                          Mgmt       No Action         *
        Director, who retires by rotation
        under Article 81 of the Company s
        Article of Association
5.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors
6.      Authorize the Directors to set the                            Mgmt       No Action         *
        remuneration of the Auditors
7.      Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by
        Paragraph 9.2 of the Article 9 of the
        Company s Articles of Association, for
        the period ending on the day of the
        AGM in 2005 or on 20 AUG 2005,
        whichever is earlier, and for that
        period the Section 80 amount shall be



        GBP 334,068,329, USD 40,000,000, EUR
        40,000,000 and JPY 250,000,000
S.10    Approve and adopt the new Articles of                         Mgmt       No Action         *
        Association of the Company, subject
        to the passing of Resolutions 7 and 8
        in substitution for the existing
        Articles of Association
S.8     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors, subject to
        the passing of Resolution 7, by
        Paragraph 9.3 of the Article 9 of the
        Company s Articles of Association and
        for that period the Section 89 amount
        shall be GBP 70,913,582, and the sale
        of treasury shares shall be treated as
        an allotment of equity securities for
        the purpose of Article
S.9     Approve to renew the authority given                          Mgmt       No Action         *
        to the Company, to make market
        purchases Section 163 of the Companies
        Act 1985 of up to 567 million ordinary
        shares of 25p each in the capital of
        the Company, at a minimum price of 25p
        and up to 105% of the average middle
        market quotations for such shares
        derived from the stock exchange daily
        official list, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company in 2005 or 20 NOV
        2005; the Company, before the expiry,
        may make a contract to purchase
        ordinary shares which will or may be
        executed wholly or partly

- -------------------------------------------------------------------------------------------------------
LOGICACMG PLC                                                                 Agenda: 700502506
     CUSIP: G55552106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: GB0005227086
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the Company s                             Mgmt       No Action         *
        report and the accounts for the YE 31
        DEC 2003
2.      Declare a final dividend of 3.4 pence                         Mgmt       No Action         *
        for each ordinary share
3.      Approve the remuneration committee                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
4.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Company s Auditors and
        authorize the Directors to set their
        fees
5.      Re-elect Mr. Seamus Keating as an                             Mgmt       No Action         *
        Executive Director



6.      Re-elect Ms. Angela Knight as a Non-                          Mgmt       No Action         *
        Executive Director
7.      Elect Mr. Martin Read as an Executive                         Mgmt       No Action         *
        Director
8.      Authorize the Director to make one or                         Mgmt       No Action         *
        more market purchases of the Company s
        ordinary shares for the purposes of
        Section 166 of the Companies Act 1985
        the Act, of up to 75,001,960 ordinary
        shares 10%of the Company s issued
        share capital as at 01 MAR 2004, at a
        minimum price of 10 pence per ordinary
        share which is the nominal value and
        not more than 5% above the mid market
        prices of the ordinary shares of the
        Company as derived from the Daily
        Official List of the London Stock
        Exchange, over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the next AGM of the
        Company or 12 months; the Company,
        before the expiry, may purchase
        ordinary shares which will or may be
        executed after such expiry either in
        whole or in part and the Company may
        complete a purchase
9.      Authorize the Directors to allot the                          Mgmt       No Action         *
        Company s relevant securities Section
        80 of the Act up to an total nominal
        value of GBP 25,000,653; Authority
        expires at the conclusion of the next
        AGM of the Company; and the Company
        may allot relevant securities after
        the expiry of this authority in
        pursuance of an agreement made prior
        to such expiry
10.     Authorize the Directors to allot                              Mgmt       No Action         *
        equity securities Section 94 for cash
        pursuant to the authority granted in
        Resolution 9, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: i) in connection with a
        rights issue, open offer or other
        offer of securities in favor of
        ordinary shareholders; and b) up to an
        aggregate nominal value of GBP
        3,750,098 being 37,500,980 ordinary
        shares of 10 pence each; Authority
        expires on the conclusion of the next
        AGM; and the Company may allot equity
        securities after this power ends if
        the allotment is made



        pursuant to an agreement or offer
        which was made before this power ends

- -------------------------------------------------------------------------------------------------------
MARKS AND SPENCER GROUP PLC                                                   Agenda: 700383045
     CUSIP: G5824M107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/16/2003           ISIN: GB0031274896
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the financial statements for the
        52 weeks ended 29 MAR 2003, together
        with the report of the Auditors
2.      Approve the remuneration report                               Mgmt       No Action         *
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares
4.      Elect Mr. Justin King as a Director                           Mgmt       No Action         *
5.      Elect Mr. Vittorio Radice as a                                Mgmt       No Action         *
6.      Re-elect Mr. Roger Holmes as a                                Mgmt       No Action         *
7.      Re-elect Mr. Jack Keenan as a                                 Mgmt       No Action         *
8.      Re-elect Mr. Laurel Powers-Freeling                           Mgmt       No Action         *
        as a Director
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the next general meeting at which
        accounts are laid before the Company
        and authorize the Directors to
        determine their remuneration
10.     Approve to renew the authority of the                         Mgmt       No Action         *
        Directors, conferred by Article 14(B)
        of the Company s Articles of
        Association, to allot relevant
        securities up to an aggregate nominal
        amount Section 89 of GBP 189,208,626;
        Authority expires the earliest of the
        conclusion of the AGM in 2004 or 15
        OCT 2004
S.11    Approve to renew the authority of the                         Mgmt       No Action         *
        Directors, conferred by Article 14(B)
        of the Company s Articles of
        Association, to allot equity
        securities wholly for cash in
        connection with a rights issue up to
        an aggregate nominal amount Section 89
        of GBP 28,381,293



S.12    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163 of the Companies
        Act 1985 of up to 227 million ordinary
        shares of 25p each, at a pay of 25p
        and not more than 105% of the average
        middle market price for such shares
        according to the Daily Official List
        of the London Stock Exchange, for the
        5 business days; Authority expires the
        earlier of the conclusion of the AGM
        of the Company in 2004 or 15 OCT 2004;
        the Company, before the expiry, may
        make purchase ordinary shares which
        will or may be executed wholly or
        partly after such expiry

- -------------------------------------------------------------------------------------------------------
FRIENDS PROVIDENT PLC                                                         Agenda: 700500893
     CUSIP: G6083W109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/20/2004           ISIN: GB0030559776
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report and the                          Mgmt       No Action         *
        accounts for the YE 31 DEC 2003 and
        the Auditors report on those
2.      Declare a final dividend of 4.9 pence                         Mgmt       No Action         *
        for each ordinary share
3.      Elect Mr. Ray King as a Director of                           Mgmt       No Action         *
        Friends Provident Plc
4.      Elect Mr. Philip Moore as a Director                          Mgmt       No Action         *
        of Friends Provident Plc
5.      Re-elect Lady Judge as a Director of                          Mgmt       No Action         *
        Friends Provident Plc
6.      Re-elect Lord MacGregor as a Director                         Mgmt       No Action         *
        of Friends Provident Plc
7.      Re-elect Mr. David Newbigging as a                            Mgmt       No Action         *
        Director of Friends Provident Plc
8.      Re-elect Mr. Keith Satchell as a                              Mgmt       No Action         *
        Director of Friends Provident Plc
9.      Re-elect Mr. Brian Sweetland as a                             Mgmt       No Action         *
        Director of Friends Provident Plc
10.     Approve the Directors report on                               Mgmt       No Action         *
        remuneration for the YE 31 DEC 2003
11.     Appoint KPMG Audit Plc as the                                 Mgmt       No Action         *
        Auditors until the next year s AGM
12.     Authorize the Directors to set the                            Mgmt       No Action         *
        fees of the Auditors
13.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 80 of the Companies Act 1985
        the Act, to allot relevant securities
        Section 80(2) of the Act up to an
        aggregate nominal amount of GBP
        57,430,303.70; Authority shall



        expire on the 5th anniversary of the
        passing of this resolution; and the
        Company shall be entitled to make
        offers or agreements before the expiry
        of such authority which would or might
        require relevant securities to be
        allotted after such expiry and the
        Directors may allot relevant
        securities in pursuance of such offer
        or agreement as if the authority
        conferred hereby had not expired
14.     Grant authority to use treasury                               Mgmt       No Action         *
        shares in the Company s Employee
S.15    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Act, to allot equity
        securities Section 94(2) of the Act
        for cash pursuant to the authority
        conferred by Resolution 13,
        disapplying the statutory pre- emption
        rights Section 89(1) of the Act,
        provided that this power is limited:
        a) to the allotment of equity
        securities in connection with a rights
        issue, open offer or other offer of
        securities in favor of ordinary
        shareholders; and b) the allotment to
        any person or persons of equity
        securities up to an aggregate nominal
        amount of GBP 8,614,545.60; Authority
        expires on the first anniversary of
        this resolution or the date of the
        next AGM of the Company; the Company
        shall be entitled to make offers or
        agreements before the expiry of such
        power which would or might require
        equity securities to be allotted after
        such expiry and the Directors may
        allot equity securities in pursuance
        of such an offer or agreement as if
        the authority conferred hereby had not
        expired
S.16    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the Act of
        up to 172,290,911 ordinary shares of
        10 pence each of the Company, at a
        minimum price of 10 pence and not more
        than 105% of the average middle market
        quotations for an ordinary share in
        the Company as derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires on the first
        anniversary of the passing of this
        resolution or the date of the next AGM
        of the Company; the Company may



        make a contract to purchase its
        ordinary shares under the authority
        hereby conferred prior to the expiry
        of such authority, which will or may
        be executed wholly or partly after
        such expiry of such authority and may
        purchase its ordinary shares
S.17    Amend the Articles of Association                             Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MISYS PLC                                                                     Agenda: 700405637
     CUSIP: G61572148                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/30/2003           ISIN: GB0003857850
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the report of the                         Mgmt       No Action         *
        Directors the financial statements for
        the YE 31 MAY 2003
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 31 MAY 2003
3.      Declare a final dividend of 3.55p per                         Mgmt       No Action         *
        ordinary share, payable in cash to all
        members on the register at the close
        of business on 25 JUL 2003
4.      Re-elect Mr. Kevin Lomax as a                                 Mgmt       No Action         *
        Director of the Company
5.      Re-elect Sir Dominic Cadbury as a                             Mgmt       No Action         *
        Director of the Company
6.      Re-elect Mr. George Farr as a                                 Mgmt       No Action         *
        Director of the Company
7.      Elect Dr. Jorgen Zech as a Director                           Mgmt       No Action         *
        of the Company
8.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which accounts are laid
        and authorize the Directors to fix
        their remuneration
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 7 of the
        Articles of Association of the
        Company, to allot relevant securities
        up to a maximum nominal amount of
        GBP 1,864,606;  Authority expires at
        the conclusion of the AGM in 2004
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 7 of the
        Articles of Association of the
        Company, to allot equity securities
        for cash and for the purposes of
        Paragraph (1)(b) of Article 7, up to
        nominal amount of GBP 279,690;
        Authority expires at the conclusion



S.11    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985  of ordinary
        shares of up to a maximum nominal
        value of GBP 559,381, at a minimum
        equal to the nominal value of such
        share and up to 105% of the average
        middle market quotations for such
        shares derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 dealing days;
        Authority expires at the conclusion
        of the next AGM of the Company in
        2004; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will
        or may be executed wholly or partly
12.     Authorize the Company or any wholly                           Mgmt       No Action         *
        owned subsidiary of the Company, for
        the purposes of Part XA of the
        Companies Act 1985, to make donations
        to EU Political organizations and
        incur EU political expenditure in an
        aggregate sum of GBP 50,000 per annum;
        Authority expires at the conclusion of
        the AGM of the Company in 2004
13.     Approve the amendments to the Company s                       Mgmt       No Action         *
        Shares Incentive Plan

- -------------------------------------------------------------------------------------------------------
MITCHELLS & BUTLERS PLC, BIRMINGHAM                                           Agenda: 700443586
     CUSIP: G61614106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/12/2004           ISIN: GB0032612797
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Company s financial                               Mgmt       No Action         *
        statements for the YE 30 SEP 2003,
        together with the reports of the
        Directors and the Auditors
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 30 SEP 2003
3       Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares
4.a     Re-appoint Mr. Mike Barmley as a                              Mgmt       No Action         *
        Director of the Company
4.b     Re-appoint Mr. Roger Carr as a                                Mgmt       No Action         *
        Director of the Company
4.c     Re-appoint Mr. Tim Clarke as a                                Mgmt       No Action         *
        Director of the Company
4.d     Re-appoint Mr. George Fairweather as                          Mgmt       No Action         *
        a Director of the Company
4.e     Re-appoint Mr. Tony Hughes as a                               Mgmt       No Action         *
        Director of the Company



4.f     Re-appoint Sir Tim Lankester as a                             Mgmt       No Action         *
        Director of the Company
4.g     Re-appoint Mr. Karim Naffah as a                              Mgmt       No Action         *
        Director of the Company
4.h     Re-appoint Ms. Sara Weller as a                               Mgmt       No Action         *
        Director of the Company
5.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors of the Company until the
        next general meeting at which the
        accounts are to be laid and authorize
        the Directors
6.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Section 80 of the
        Companies Act, 1985 and within the
        terms of Articles 14 of the Articles
        of Association of the Company, to
        allot relevant securities up to an
        aggregate nominal amount of GBP
        12,271,560
9.      Authorize the Company and any Comp                            Mgmt       No Action         *
        any that is or becomes a subsidiary of
        the Company during the period to which
        the resolution relates, for the
        purposes of Part XA of the Companies
        Act 1985 to: i) make donations to EU
        political organizations; and ii) to
        incur political expenditure in an
        aggregate amount not exceeding GBP
        100,000 during the period ending on
        the date of the AGM in 2005
S.7     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, to allot equity securities
        for cash pursuant to the authority
        conferred by Resolution 6 within the
        terms of Articles 14 of the Articles
        of Association of the Company,
        disapplying the statutory pre-emption
        rights Section 89(1) of the Companies
        Act: i) in connection with a rights
        issue as specified; b) up to an
        aggregate nominal amount of GBP
        1,840,730; Authority expires at the
        end of five years
S.8     Authorize the Company, subject to and                         Mgmt       No Action         *
        in accordance with Article 11 of the
        Company s Articles of Association, to
        make market purchases Section 163(3)
        of the Companies Act of up to
        51,973,920 ordinary shares of 7.5p
        each in the capital of the Company
        ordinary shares, at a minimum price
        of 7.5p and up to 105% of the average
        middle market quotations for an share
        derived from the London Stock



        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or 12
        MAY 2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly

- -------------------------------------------------------------------------------------------------------
MITCHELLS & BUTLERS PLC, BIRMINGHAM                                           Agenda: 700434549
     CUSIP: G61614106                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/1/2003           ISIN: GB0032612797
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve that, subject to and                                  Mgmt       No Action         *
        conditional upon admissions of the new
        ordinary shares to the Official list
        of the United Kingdom Listing
        Authority and to trading on the London
        Stock Exchange becoming effective: (a)
        all the ordinary shares of 5 pence
        each in the capital of the Company
        which at the close of business on 01
        DEC 2003 are shown in the books of the
        Company as authorized, whether issued
        or unissued, shall be subdivided into
        new ordinary shares of 1/12 of a penny
        each in the capital of the Company;
        (b) the Secretary of the Company and
        the Deputy Secretary of the Company
        shall jointly subscribe at par up to
        84 new intermediate shares with an
        aggregate nominal value equal to the
        nominal value of the number of
        additional intermediate shares
        required to be issued in order to
        increase the issued share capital of
        the Company to the nearest number of
        shares exactly divisible by 85; (c)
        all intermediate shares that remain
        unissued following the issue of new
        intermediate shares to the Secretary
        of the Company shall be consolidated
        into new ordinary shares of 71/12
        pence each in the capital of the
        Company, provided that where such
        consolidation would otherwise result
        in a fraction of an unissued new
        ordinary share, that number of
        intermediate shares which would
        otherwise constitute such fraction
        shall be cancelled pursuant to Section
        121 (2)(e) of the Companies Act 1985;
        and (d) all



        intermediate shares that are in issue,
        including the new intermediate shares
        that have been issued to the Secretary
        of the Company and the Deputy
        Secretary of the Company, jointly,
        shall be consolidated into new
        ordinary shares of 71/12 pence each in
        the capital of the Company, provided
        that, where such consolidation results
        in any Member being entitled to a
        fraction of new ordinary share and
        authorize the Directors of the Company
        to execute an instrument of transfer
        in respect of such shares on behalf of
        the relevant Members and to do all
        acts and things the Directors may
        consider necessary or expedient to
        effect the transfer of such shares to,
        or in accordance with the Directors
2.      Authorize the Company, subject to the                         Mgmt       No Action         *
        passing of Resolution 1 and for the
        purpose of Section 166 of the
        Companies Act 1985, to make market
        purchases Section 163 of the Companies
        Act 1985 of up to 51,971,500 ordinary
        shares, at a minimum price of nominal
        value of such share and not more than
        105% above the average market value
        for such shares derived from the
        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority expires at the
        conclusion of the next AGM of the
        Company in 2004; the Company, before
        the expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly

- -------------------------------------------------------------------------------------------------------
NATIONAL GRID TRANSCO PLC                                                     Agenda: 700384162
     CUSIP: G6375K102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/21/2003           ISIN: GB0031223877
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report and the accounts                           Mgmt       No Action         *
        for the YE 31 MAR 2003 and the
        Auditors report on the accounts
2.      Declare a final dividend of 10.34                             Mgmt       No Action         *
        pence per ordinary share USD 0.8396
        per American Depositary Share for
        the YE 31 MAR 2003
3.      Re-appoint Mr. Nick Winser as a                               Mgmt       No Action         *
        Director



4.      Re-appoint Sir. John Parker as a                              Mgmt       No Action         *
        Director
5.      Re-appoint Mr. Steve Lucas as a                               Mgmt       No Action         *
        Director
6.      Re-appoint Mr. John Wybrew as a                               Mgmt       No Action         *
        Director
7.      Re-appoint Mr. Kenneth Harvey as a                            Mgmt       No Action         *
        Director
8.      Re-appoint Mr. Stephen Pettit as a                            Mgmt       No Action         *
        Director
9.      Re-appoint Mr. George Rose as a                               Mgmt       No Action         *
        Director
10.     Re-appoint Mr. Steve Holliday as a                            Mgmt       No Action         *
        Director
11.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Company s Auditors until the
        next general meeting at which accounts
        are laid before the Company and
        authorize the Directors to set the
        Auditors remuneration
12.     Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 MAR 2003
S.13    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of up to
        307,722,000 ordinary shares of 10
        pence each, at a minimum price of 10
        pence and not more than 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        for the 5 business days; Authority
        expires the earlier of the conclusion
        of the next AGM or 15 months; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry

- -------------------------------------------------------------------------------------------------------
DE LA RUE PLC (NEW)                                                           Agenda: 700382928
     CUSIP: G6448X107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/17/2003           ISIN: GB0009380592
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the financial statements
        of the Company for the YE 29 MAR 2003
        together with the report of the
        Auditors
2.      Approve the remuneration report for                           Mgmt       No Action         *
        the YE 29 MAR 2003



3.      Declare a final dividend on the                               Mgmt       No Action         *
        Company s ordinary shares in respect
        of the YE 29 MAR 2003
4.      Re-elect Mr. S. A. King as a                                  Mgmt       No Action         *
        Director, who retire pursuant to
        Article 33.1 of the Company s
5.      Re-elect Mr. N. K. Brookes as a                               Mgmt       No Action         *
        Director, who retire pursuant to
        Article 38.1 of the Company s
        Articles of Association
6.      Re-elect Mr. M. M. Jeffries as a                              Mgmt       No Action         *
        Director, who retire pursuant to
        Article 38.1 of the Company s
        Articles of Association
7.      Re-appoint PricewaterhouseCoopers                             Mgmt       No Action         *
        LLP, as the Auditors of the Company,
        until the conclusion of the next
        general meeting at which accounts are
        laid before the Company
8.      Authorize the Directors to determine                          Mgmt       No Action         *
        the Auditor s remuneration
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution of any existing authority
        and for the purposes of Section 80 of
        the Companies Act 1985, to allot
        relevant securities; of up to GBP
        15,149,011; Authority expires at the
        conclusion of the next AGM of the
        Company; and authorize the Directors
        to allot relevant securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        substitution of any existing
        authority, subject to the passing of
        Resolution 9 and pursuant to Section
        95 of the Companies Act 1985, to
        allot equity securities for cash
        pursuant to the authority conferred
        by Resolution 6 and disapplying the
        pre-emption rights Section 89(1),
        provided that such power shall be
        limited to the allotment of equity
        securities, i) in connection with a
        rights issue, open offer or other
        offers in favour of ordinary
        shareholder; and ii) up to an amount
        GBP 2,272,331;  Authority expires at
        the conclusion of the next AGM of the
        Company; and authorize the
        Directors to allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
S.11    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 83 of the Articles and in



        accordance with Section 166 of the
        Companies Act, to make market
        purchases Section 163(3), up to an
        aggregate number of 27,250,041
        ordinary shares 14.99% of the
        Company s issued ordinary share
        capital; at a minimum price of 25
        pence and not exceeding more than 5%
        above the average of the market value
        of such shares as derived from the
        London Stock Exchange Daily Official
        List for the 5 business days preceding
        the day of such purchase; Authority
        expires earlier of at the conclusion
        of the next AGM of the Company or 12
        months; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly

- -------------------------------------------------------------------------------------------------------
NOVAR PLC                                                                     Agenda: 700482918
     CUSIP: G6673M115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: GB0001762680
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited accounts
2.      Approve the report on the Directors                           Mgmt       No Action         *
        remuneration
3.      Declare a dividend                                            Mgmt       No Action         *
4.i     Re-appoint Mr. D.A. Dayan as a                                Mgmt       No Action         *
4.ii    Re-appoint Mr. H.D. Nilsson as a                              Mgmt       No Action         *
        Director
4.iii   Re-appoint Mr. B.J. Hintz as a                                Mgmt       No Action         *
4.iv    Re-appoint Mr. S.L. Howard as a                               Mgmt       No Action         *
        Director
4.v     Re-appoint Mr. O.H.J. Stocken as a                            Mgmt       No Action         *
        Director
4.vi    Re-appoint Sir Geoffrey Whalen as a                           Mgmt       No Action         *
        Director
5.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors
6.      Authorize the Directors to allot                              Mgmt       No Action         *
        share under Section 80 of the
        Companies Act 1985
7.      Approve to disapply pre-emption                               Mgmt       No Action         *



8.      Grant authority to purchase ordinary                          Mgmt       No Action         *
        shares
9.      Grant authority to purchase                                   Mgmt       No Action         *
        preference shares

- -------------------------------------------------------------------------------------------------------
PEARSON PLC                                                                   Agenda: 700483770
     CUSIP: G69651100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: GB0006776081
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the accounts of                          Mgmt       No Action         *
        the Company and the reports of the
        Directors of the Company and the
        Auditors for the YE 31 DEC 2003
2.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares
3.      Re-elect Mr. Dennis Stevenson as a                            Mgmt       No Action         *
        Director
4.      Re-elect Mr. John Makinson as a                               Mgmt       No Action         *
        Director
5.      Re-elect Mr. Reuben Mark as a                                 Mgmt       No Action         *
6.      Re-elect Mr. Vernon Sankey as a                               Mgmt       No Action         *
        Director
7.      Receive and approve the report of the                         Mgmt       No Action         *
        Directors remuneration
8.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors for the ensuing year
9.      Authorize the Directors to determine                          Mgmt       No Action         *
        the remuneration of the Auditors
10.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution of the authority of the
        AGM of 25 APR 2003, subject to the
        passing of Resolution 11 of the AGM
        of 25 MAR 2004, to allot relevant
        securities Section 80 of the
        Companies Act 1985  up to an
        aggregate nominal amount of GBP 66,
        871,000;  Authority expires on 29 APR
        2009; and the Directors may make
        allotments during the relevant period
        which may be exercised after the
11.     Approve to increase the authorized                            Mgmt       No Action         *
        share capital of the Company from GBP
        294,500,000 by GBP 1,000,000 to GBP
        295,500,000 by the creation of
        4,000,000 ordinary shares of 25p each
S.12    Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company, pursuant to Section 95,
        to allot equity securities Section 94
        for cash pursuant to the authority
        conferred by Resolution 10,



        disapplying the statutory pre- emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: i) in connection
        with a rights issue in favor of
        ordinary shareholders; ii) up to an
        aggregate nominal value of GBP
        10,030,000; Authority expires on 29
        APR 2009; and the Board may allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.13    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 9 of the Company s Articles of
        Association, to make market purchases
        Section 163(3) of the Companies Act
        1985 of up to 80,000,000 ordinary
        shares of 25p each in the capital of
        the Company, at a minimum price of 25p
        and equal to 105% of the average
        market value for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires on 29
        JUL 2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly
S.14    Approve to adopt the document                                 Mgmt       No Action         *
        produced to the meeting as the
        Articles of Association of the
        Company in substitution for and to
        the exclusion of the present Articles
        of Association of the Company
15.     Approve to extend the Pearson PLC UK                          Mgmt       No Action         *
        Worldwide Save for Share Plan until 30
        APR 2014 and authorize the Directors
        to operate savings-related shares
        option plans in countries other than
        the UK on terms similar to and subject
        to the overall limits contained in the
        Pearson PLC UK Worldwide Save for
        Share Plan and Authorize the Directors
        to be counted in the quorum at a
        meeting of the Directors and vote as
        Directors on any other matter
        connected with the Pearson PLC UK
        Worldwide Save for Shares Plan or any
        plan established above,
        notwithstanding that they may be
        interested in the same



- -------------------------------------------------------------------------------------------------------
PERSIMMON PLC                                                                 Agenda: 700477133
     CUSIP: G70202109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: GB0006825383
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors and                           Mgmt       No Action         *
        the Auditors reports and financial
        statements for the YE 31 DEC 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect Mr. John White as a Director                         Mgmt       No Action         *
4.      Re-elect Mr. Michael Farley as a                              Mgmt       No Action         *
        Director
5.      Re-elect Mr. David Bryant as a                                Mgmt       No Action         *
6.      Re-elect Sir Chips Keswick as a                               Mgmt       No Action         *
        Director
7.      Re-elect Mr. Neil Davidson as a                               Mgmt       No Action         *
        Director
8.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next AGM and
        authorize the Directors to determine
        their remuneration
9.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
S.10    Authorize the Company, to make market                         Mgmt       No Action         *
        purchases Section 163(3) of up to
        28,386,136 ordinary shares of 10p each
        in its capital, at maximum price of
        not more than 5% above the average of
        the middle market value per ordinary
        share derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the next AGM or 22 OCT 2005; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly

- -------------------------------------------------------------------------------------------------------
PILKINGTON PLC                                                                Agenda: 700388261
     CUSIP: G70956118                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/28/2003           ISIN: GB0006884620
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements for                          Mgmt       No Action         *
        the YE 31 MAR 2003 and the reports of
        the Directors and the Auditors
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 30 MAR 2003



3.      Declare a dividend of 3.25 p per                              Mgmt       No Action         *
        ordinary share for the YE 31 MAR 2003
        to be paid on 13 JUN 2003
4.      Re-elect Sir. Nigel Rudd as a                                 Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. William Harrison as a                            Mgmt       No Action         *
        Director of the Company
6.      Re-appoint PricewaterhouseCoopers                             Mgmt       No Action         *
        LLP, as the Company s Auditors until
        the next general meeting at which
        accounts are laid before the Company
        and authorize the Directors to
        determine their remuneration
9.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Article 133 of the Company s Articles
        of Association, to continue to operate
        the Scrip Dividend Scheme in respect
        of all dividends declared by the
        Company prior to 28 JUL 2008
S.10    Amend Article 146 of the Company s                            Mgmt       No Action         *
        Articles of Association by inserting
        new words after the existing sub-
        paragraph (iv)
S.7     Authorize the Directors pursuant to                           Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section 94
        for cash, disapplying the statutory
        pre-emption rights Section 89(1),
        provided that this power is limited to
        the allotment of equity securities a)
        in connection with a rights issue or a
        scrip dividend in favor of ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP
        1,505,512; Authority expires the
        earlier of the conclusion of the
        Company s next AGM in 2003 or 15
        months; and authorize the Directors
        to allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
S.8     Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of up to
        126,022,050 of ordinary shares of 50p
        each in the Company s capital, at a
        minimum price of 50p per share and up
        to 105% of the average middle market
        quotations for such shares derived
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier of the conclusion of the
        Company s next AGM or 18months; the
        Company, before the expiry, may make



        a contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry

- -------------------------------------------------------------------------------------------------------
PENINSULAR & ORIENTAL STEAM NAVIGATION CO P&O                                 Agenda: 700498315
     CUSIP: G71710142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: GB0006800485
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the accounts of the                         Mgmt       No Action         *
        Company for the YE 31 DEC 2003 and the
        reports of the Directors and the
        Independent Auditors thereon
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
3.      Declare a dividend                                            Mgmt       No Action         *
4.      Re-elect Sir David Brown as a                                 Mgmt       No Action         *
5.      Re-elect Sir John Collins as a                                Mgmt       No Action         *
6.      Re-elect Mr. Russ Peters as a                                 Mgmt       No Action         *
7.      Re-elect Peter Smith as a Director                            Mgmt       No Action         *
8.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Independent Auditors of the Company
        until the conclusion of the next AGM
        at which the accounts are laid
9.      Authorize the Directors to determine                          Mgmt       No Action         *
        the remuneration of the KPMG Audit
10.     Amend the Rules of the P&O 2000                               Mgmt       No Action         *
        Executive Stock Option Plan as
        prescribed and authorize the
        Directors to do all such things
        necessary to implement the amendments
11.     Approve to extend the authority                               Mgmt       No Action         *
        conferred by Resolution 7 of the AGM
        of the Company on 06 MAY 1988 in
        accordance with the terms of the
        resolution, to make non pre-emptive
        issues of stock up to an aggregate
        nominal amount of GBP 36,000,000, not
        exceeding: (a) the stock issued prior
        to this resolution; (b) stock falling
        to be granted pursuant to any
        subscription and conversion rights;
        (c) stock falling to be issued in
        pursuance of any offer or agreement
        made before



        the passing of this resolution; (d)
        any subscription or conversion rights
        granted pursuant to any offer or
        agreement made before the passing of
        this resolution and stock falling to
        be issued pursuant to rights so
        granted; Authority expires the earlier
        of the conclusion of the AGM of the
        Company in 2005 or 14 AUG 2005
12.     Approve the P&O 2004 UK Sharesave                             Mgmt       No Action         *
        Plan Plan a prescribed and authorize
        the Directors to do all such things
        necessary to give effect to the Plan
13.     Authorize the Directors of the                                Mgmt       No Action         *
        Company to establish further stock
        plans for the benefit of the employees
        overseas based on UK Sharesave Plan,
        subject to such modifications as may
        be necessary or desirable to take
        account of securities laws, exchange
        control or tax in the relevant
        overseas territories, and provided
        that any deferred stock of the Company
        made available under such further
        plans is counted against the limit on
        the total amount of such stock which
        may be utilized under the UK Sharesave
        Plan and the limit on individual
        participation in that plan; and
        authorize the Directors to issue
        stocks pursuant to any such overseas
        pans which may be established without
        offering such stock in the first place
        to the registered holders of the
        deferred stock pursuant to Article
        10(5) of the Supplemental
S.14    Authorize the Company to make market                          Mgmt       No Action         *
        purchases of deferred stock in the
        Company up to GBP 36,000,000 at a
        minimum price of GBP 1 nominal and a
        maximum price equal to 105% of the
        average of the middle market
        quotations for such stocks in the
        Company as derived from the Daily
        Official List of the London Stock
        Exchange for the 5 business days
        immediately preceding the day on
        which the deferred stock is
        purchased;  Authority expires at the
        conclusion of the AGM of the Company
        in 2005; the Company, before the
        expiry, may make a contract to
        purchase deferred stock which will or
        may be executed wholly or partly
S.15    Amend the regulations of the Company                          Mgmt       No Action         *
        by deleting the existing Regulation
        51 and substituting for it the new
        regulation



- -------------------------------------------------------------------------------------------------------
PENINSULAR & ORIENTAL STEAM NAVIGATION CO P&O                                 Agenda: 700471573
     CUSIP: G71710142                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 3/29/2004           ISIN: GB0006800485
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the disposal to Royal                                 Mgmt       No Action         *
        Nedlloyd N.V. of the Company s 50%
        shareholdings in P&O Nedlloyd
        Container Line Limited and its
        shareholdings in P&O Nedlloyd B.V. on
        the terms and subject to the
        conditions of the Share Purchase and
        Contribution Agreement dated 02 FEB
        2004, with such non-material
        amendments, variations, waivers,
        revisions and modifications as the
        Directors of the Company Directors or
        duly authorized committee of the
        Directors may consider in their
        absolute discretion appropriate and
        authorize the Directors to take all
        necessary steps and execute all
        documents and deeds as the Directors
        may consider in their absolute
        discretion necessary or desirable to
        implement and give effect to such
        disposal

- -------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC                                                                Agenda: 700487730
     CUSIP: G72899100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: GB0007099541
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact other business                                       Non-       No Action         *
                                                                     Voting
1.      Receive and approve the Directors                             Mgmt       No Action         *
        report and the financial statements
        for the YE 31 DEC 2003 with the
        Auditors report thereon
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
3.      Re-elect Mr. J W Bloomer as a                                 Mgmt       No Action         *
4.      Re-elect Mr. P.A.J. Broadley as a                             Mgmt       No Action         *
        Director
5.      Re-elect Mr. R.O. Rowley as a                                 Mgmt       No Action         *
6.      Elect Ms. K.A.O. Donovan as a                                 Mgmt       No Action         *



7.      Elect Ms. B. A. Macaskill as a                                Mgmt       No Action         *
8.      Elect Mr. M. Norbom as a Director                             Mgmt       No Action         *
9.      Re-appoint KPMG Audit Plc as the                              Mgmt       No Action         *
        Auditors
10.     Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and to incur
        EU political expenditure Section 347A
        of the Act up to a maximum aggregate
        sum of GBP 50,000; Authority expires
        at the conclusion of the AGM in 2007;
        and the Company may enter in to a
        contract or undertaking under this
        authority prior to its expiry, may be
        performed wholly or partly after such
        expiry and may make donations to EU
        political organizations and incur EU
        political expenditure in pursuance of
        such contracts or undertakings
11.     Authorize the Egg Plc, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and to incur
        EU political expenditure Section 347A
        of the Act up to a maximum aggregate
        sum of GBP 25,000; Authority expires
        at the conclusion of the AGM in 2007;
        and Egg plc may enter in to a contract
        or undertaking under this authority
        prior to its expiry, which may be
        performed wholly or partly after such
        expiry and may make donations to EU
        political organizations and incur EU
        political expenditure in pursuance of
        such contracts or undertakings
12.     Approve to increase the authorized                            Mgmt       No Action         *
        share capital of the Company from GBP
        150 million to GBP 170 million and USD
        20 million and EUR 20 million, by the
        creation of 2 billion Sterling
        preference shares of 1 pence each, 2
        billion dollar preference shares of 1
        cent each and 2 billion Euro
        preference shares of 1 cent each
13.     Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 12 and
        without prejudice to any other
        authority conferred on the Directors
        by Article 12 of the Company s
        Articles of Association, to allot all
        of the sterling preference shares,



        the Dollar preference shares and the
        Euro preference shares be granted for
        a period expiring 5 years from the
        date of this resolution and for that
        period the Section 80 amount in
        respect of the Company s preference
        shares shall be GBP 20 million in
        respect of the Sterling preference
        shares, USD 20 million in respect of
        the Dollar preference shares and EUR
        20 million in respect of the Euro
        preference shares
14.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by Article
        12 of the Company s Articles of
        Association, to allot relevant
        securities Section 80 of the Companies
        Act 1985 of GBP 33,480,000; Authority
        expires at the conclusion of the next
        AGM
S.15    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 14 and the
        power conferred on the Directors by
        Article 13 of the Company s Articles
        of Association, to allot equity
        securities Section 94 of the
        Companies Act 1985  up to a maximum
        nominal aggregate amount of GBP
        5,000,000 for cash Section 94(3A) of
        the Act disapplying the statutory
        pre-emption rights Section 89(1);
        Authority expires at the end of the
        next AGM of the Company
S.16    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 58 of the Company s Articles
        of Association and in accordance with
        Section 166 of the Companies Act 1985
        to make market purchases Section
        163(3) of the Companies Act 1985 of up
        to 200 million ordinary shares of 5
        pence each in the capital of the
        Company, at a minimum price of 5 pence
        and up to 105% of the average middle
        market quotations for an ordinary
        share derived from the Daily Official
        List of the London Stock Exchange,
        over the previous 5 business days;
        Authority expires the earlier of the
        end of the AGM of the Company to be
        held in 2005 or 18 months; and the
        Company, before the expiry, may make a
        contract or contracts to purchase
        ordinary shares which would or may be
        executed wholly or partly after such
        expiry and may make a purchase of
        ordinary



        shares in pursuance of any such
        contract or contracts as if the power
S.17    Approve the new Articles 4,178 and                            Mgmt       No Action         *
        178A of the Articles of Association
        in substitution for and to the
        exclusion of the existing Articles 4

- -------------------------------------------------------------------------------------------------------
RANK GROUP PLC                                                                Agenda: 700481473
     CUSIP: G7377H105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: GB0007240764
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited accounts for the YE 31
        DEC 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
3.      Declare a final dividend of 9.3p per                          Mgmt       No Action         *
        ordinary share
4.      Re-appoint Mr. Peter Jarvis as a                              Mgmt       No Action         *
        Director
5.      Re-appoint Mr. Alun Cathcart as a                             Mgmt       No Action         *
        Director
6.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors
7.      Authorize the Directors to agree the                          Mgmt       No Action         *
        remuneration of the Auditors
8.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with the terms of the
        paragraph (A) of the Article 6 of the
        Articles of Association, with the
        Section 80 of amount GBP 21,960,000;
        Authority expires on the date of the
        next AGM of the Company
S.10    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 4(B) of the Articles of
        Association of the Company for the
        purpose of Section 166 of the
        Companies Act 1985, to make one or
        more market purchases Section 163(3)
        of the Companies Act 1985 on the
        London Stock Exchange of up to
        89,442,0000 ordinary shares of 10p
        each in the capital of the Company, at
        a minimum price of 10p per ordinary
        share and not more than 5% above the
        average market values for an ordinary
        share over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the next AGM of the
        Company to be held in 2005 or 18
        months; the Company, before the
        expiry, may make a



        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry
S.9     Authorize the Directors, subject to                           Mgmt       No Action         *
        passing the Resolution 8 in accordance
        with the terms of the paragraph (C) of
        the Article 6 of the Articles of
        Association, with the Section 89 of
        amount GBP 2,980,850; Authority
        expires on the date of the next AGM of
        the Company
11.     Authorize the Directors: (a) to                               Mgmt       No Action         *
        exercise the power contained in
        Article 134(C) of the Articles of
        Association of the Company to offer
        holders or ordinary shares the right
        to elect to receive new ordinary
        shares, credited as fully paid, in
        whole or in part, instead of cash in
        respect of any dividend paid or
        declares during the period; Authority
        expires on the date of the next AGM of
        the Company; ( b) to determine the
        basis of allotment of new ordinary
        shares in respect of any such dividend
        so that the values of such new
        ordinary shares may exceed the amount
        of such dividend, but not by more than
        20% of such amount, and for these
        purposes the values of such new
        ordinary shares shall be calculated by
        reference to the average quotation of
        ordinary share, which shall be the
        average of the best bid prices for an
        ordinary share as derived from the
        Stock Exchange Electronic Trading
        Service at 10am, 12 noon and 3.00pm
        for such five consecutive dealings
        days as the Directors determine, save
        that if a best bid price for an
        ordinary share is not so available or
        is zero in respect of any such time,
        the Directors be to determine the
        value of such new ordinary shares on
        such basis as they may deem
        appropriate in consultation with the
        London Stock exchange

- -------------------------------------------------------------------------------------------------------
RECKITT BENCKISER PLC                                                         Agenda: 700483782
     CUSIP: G7420A107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: GB0007278715
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Adopt the 2003 reports and the                                Mgmt       No Action         *



2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
3.      Declare a final dividend                                      Mgmt       No Action         *
4.      Re-elect Mr. George Greener                                   Mgmt       No Action         *
5.      Re-elect Mr. Peter White                                      Mgmt       No Action         *
6.      Re-elect Mr. Colin Day                                        Mgmt       No Action         *
7.      Elect Miss. Judith Sprieser                                   Mgmt       No Action         *
8.      Elect Mr. Kenneth Hydon                                       Mgmt       No Action         *
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors
10.     Approve to renew the authority to                             Mgmt       No Action         *
        allot shares
S.11    Approve to renew the power to                                 Mgmt       No Action         *
        disapply pre-emption rights
S.12    Approve to renew the authority to                             Mgmt       No Action         *
        purchase own shares

- -------------------------------------------------------------------------------------------------------
REED ELSEVIER PLC                                                             Agenda: 700475569
     CUSIP: G74570105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: GB0007308355
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.a     Receive the Company s financial                               Mgmt       No Action         *
        statements for the YE 31 DEC 2003,
        together with the reports of the
        Directors and the Auditors
1.b     Approve the Directors remuneration                            Mgmt       No Action         *
        report
2.      Declare a final dividend for 2003 on                          Mgmt       No Action         *
        the Company s ordinary shares
3.a     Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors of the Company;
        Authority expires at the conclusion
        of next AGM
3.b     Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
4.a     Appoint Mr. G.J.A. Van De Aasi as a                           Mgmt       No Action         *
        Director of the Company
4.b     Appoint Mr. M. Tabaksblat as a                                Mgmt       No Action         *
        Director of the Company
4.c     Appoint Mr. R.W.H. Stomberg as a                              Mgmt       No Action         *
        Director of the Company
4.d     Appoint Mr. Lord Sharman of Redlynch                          Mgmt       No Action         *
        OBE as a Director of the Company
5.      Authorize the Directors, in                                   Mgmt       No Action         *



        accordance with the Article 11 of the
        Company s Article of Association and
        pursuant to Section 80 of the
        Companies Act 1985, to allot relevant
        securities up to an aggregate
        nominal amount of GBP 25 million;
        Authority expires at the end of 5
        years after passing this resolution
6.      Authorize the Directors, subject to                           Mgmt       No Action         *
        the Article 12 of the Company s
        Article of Association and pursuant to
        Section 95 of the Companies Act 1985,
        to allot equity securities for cash
        pursuant to the authority conferred by
        Resolution 5, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities a) in connection with a
        rights issue, open offer or other
        offers in favor of ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP 7.9
        million; Authority expires at the
        conclusion of the AGM
7.       Authorize the Company, subject to the                        Mgmt       No Action         *
        Article 57 of the Company s Article of
        Association and pursuant to Section
        166 of the Companies Act 1985, to make
        market purchases Section 163(3) of up
        to 127 million ordinary shares of
        12.5p each in the capital of the
        Company, at a minimum price of 12.5p
        and up to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or 28 JUL 2005;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly

- -------------------------------------------------------------------------------------------------------
RENTOKIL INITIAL PLC                                                          Agenda: 700504942
     CUSIP: G75093115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: GB0007327124
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive the report of the Directors,                          Mgmt       No Action         *
        the accounts for 2003 and the
        independent Auditors report thereon



2.      Approve the remuneration report                               Mgmt       No Action         *
3.      Declare a dividend                                            Mgmt       No Action         *
4.i     Re-elect Mr. E.F. Brown as a                                  Mgmt       No Action         *
        Director, who retiring by rotation
4.ii    Re-elect Mr. R.R. Spinney as a                                Mgmt       No Action         *
        Director, who retiring by rotation
4.iii   Re-elect Mr. J.C.F. Wilde as a                                Mgmt       No Action         *
        Director, who retiring by rotation
5.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which accounts are laid
        before the Company and authorize the
        Directors to determine their
        remuneration
S.6     Authorize the Company, in                                     Mgmt       No Action         *
        substitution for existing authorities
        and for the purpose of Section 166 of
        the Companies Act 1985, to make market
        purchases Section 163 of up to
        235,420,780 ordinary shares of 1p each
        in the capital of the Company and not
        more than 15% of ordinary shares in
        issue, at a minimum price of 1p and up
        to 105% of the average of the middle
        market quotations for an ordinary
        share derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or 27
        AUG 2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry

- -------------------------------------------------------------------------------------------------------
REUTERS GROUP PLC                                                             Agenda: 700478577
     CUSIP: G7540P109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: GB0002369139
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited financial statements
        of the Company for the YE 31 DEC 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report and the Company s remuneration
        policy for the YE 31 DEC 2003
3.      Declare a dividend                                            Mgmt       No Action         *
4.      Re-elect Mr. Tom Glocer as a                                  Mgmt       No Action         *
        Director who retires by rotation



5.      Re-elect Mr. David Grigson as a                               Mgmt       No Action         *
        Director who retires by rotation
6.      Re-elect Sir Christopher Hogg as a                            Mgmt       No Action         *
        Director who retires by rotation
7.      Re-elect Mr. Ian Strachan as a                                Mgmt       No Action         *
        Director who retires by rotation
8.      Re-elect Mr. Charles Sinclair as a                            Mgmt       No Action         *
        Director of the Company who has
        served for more than nine years
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting of the Company
10.     Authorize the Directors to agree the                          Mgmt       No Action         *
        remuneration of the Auditors
11.     Approve that, pursuant to Regulation                          Mgmt       No Action         *
        86 of the Articles of Association of
        the Company, the ordinary remuneration
        of each of the Directors not holding
        executive office be and is hereby
        increased with effect from 01 JAN 2004
        to GBP 50,000 per annum
12.     Approve the amendments highlighted in                         Mgmt       No Action         *
        the rules of the Long Term Incentive
        Executive Plan
13.     Approve that, the Restricted Share                            Mgmt       No Action         *
        Plan and the removal of the re-
        testing provisions for future grants
        under the Discretionary Share Option
14.     Authorize the Directors, subject to                           Mgmt       No Action         *
        the Resolution 13 to establish further
        plans based on the Restricted Share
        Plan but modified to take account of
        the local tax, exchange control or the
        securities laws in overseas
        territories, provided that any shares
        made available under any such laws are
        treated as counting against any limit
        on individual or overall participation
        in the Restricted Share Plan and
        provided further that such further
        plans so far as practicable contain
        limitations so as to ensure that
        participants obtain no greater
        benefits before tax than employees may
        obtain from participating
15.     Approve the Annual Bonus Profit                               Mgmt       No Action         *
        Sharing Plan rules
16.     Authorize the Directors, subject to                           Mgmt       No Action         *
        the Resolution 15 to establish further
        plans based on the Annual Bonus Profit
        Sharing Plan but modified to take
        account of the local



        tax, exchange control or the
        securities laws in overseas
        territories, provided that any shares
        made available under any such laws are
        treated as counting against any limit
        on individual or overall participation
        in the Annual Bonus Profit Sharing
        Plan and provided further that such
        further plans so far as practicable
        contain limitations so as to ensure
        that participants obtain no greater
        benefits before tax than employees may
        obtain from participating in the
S.17    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985, of up to
        143,254,000 ordinary shares in the
        capital of the Company; and the
        minimum price of the for each ordinary
        share is the nominal value per share;
        and the maximum price pay for each
        ordinary share is 5% above the average
        of the closing middle market price
        taken from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of the conclusion of the next
        AGM or 22 JUL 2005; the Company,
        before the expiry, may make a contract
        to purchase shares which will or may
        be executed wholly or partly after
        such expiry
S.18    Approve to adopt the specified draft                          Mgmt       No Action         *
        regulations, as the Company s
        Articles of Association in
        substitution for the Company s
        existing Articles of Association
19.     Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by the
        Regulation 11(A) of the Company s
        Articles of Association with the
        Section 80 amount being GBP
        107,400,000;  Authority expires the
        earlier of the conclusion of the next
        AGM or 22 JUL 2005
S.20    Approve to renew the authority                                Mgmt       No Action         *
        conferred on the Directors by the
        Regulation 11(B) of the Company s
        Articles of Association with the
        Section 89 amount being GBP
        17,000,000; Authority expires the
        earlier of the conclusion of the next
        AGM or 22 JUL 2005



- -------------------------------------------------------------------------------------------------------
RIO TINTO PLC                                                                 Agenda: 700469681
     CUSIP: G75754104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/7/2004            ISIN: GB0007188757
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to renew the authority and                            Mgmt       No Action         *
        power conferred on the Directors to
        allot shares by paragraph (B) of
        Article 9 of the Company s Articles
        of Association for the period, later
        of ending on the date of AGM in 2005
        or on 6 APR 2005 and for such period
        the Section 80 amount be GBP 34,47
S.2     Approve to renew the authority and                            Mgmt       No Action         *
        power conferred on the Directors in
        relation to rights issues and in
        relation to the section 89 amount by
        paragraph (B) of Article 9 of the
        Company s Articles of Association for
        the period, later of ending on the
        date of AGM in 2005 or on 6 APR 2005
        and for such period the Section 89
        amount be GBP 6,89 million
S.3     Authorize the Rio Tinto Plc, Rio                              Mgmt       No Action         *
        Tinto Limited and any subsidiaries of
        Rio Tinto Limited pursuant to
        agreement between Rio Tinto Plc and
        Rio Tinto Limited, for the purpose of
        Section 165 of the Companies Act 1985,
        to make market purchase Section 163
        not exceed 106.7 million Rio Tinto Plc
        shares 10% of the issued ordinary
        share capital of the Company as at 6
        FEB 2004 of 10p each issued by Rio
        Tinto Plc, at a minimum price of 10p
        and not more than 5% above the average
        middle market quotations for Rio Tinto
        Plc shares as derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
4.      Approve the Mining Companies                                  Mgmt       No Action         *
        Comparative Plan 2004 and the Rio
        Tinto Share Option Plan 2004 subject
        to such modification as the Directors
        may consider necessary or desirable to
        take account of the requirements of
        London Stock Exchange Limited,
        Australian Stock Exchange Limited or
        prevailing practice and authorize the
        Directors to adopt and carry the same
        into effect
5.      Elect Sir. John Kerr as a Director                            Mgmt       No Action         *



6.      Elect Mr. Leigh Cllfford as a                                 Mgmt       No Action         *
7.      Elect Mr. Guy Elliott as a Director                           Mgmt       No Action         *
8.      Re-elect Sir. Richard Sykes as a                              Mgmt       No Action         *
        Director
9.      Re-elect Sir. Richard Giordano as a                           Mgmt       No Action         *
        Director
10.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company to hold
        office until the conclusion of the
        next AGM at which accounts are laid
        before the Company and authorize the
        Audit Committee to determine the
        Auditors remuneration
11.     Approve the remuneration report as                            Mgmt       No Action         *
        set out in the 2003 annual review and
        the 2003 annual report and financial
        statements
12.     Receive the Company s financial                               Mgmt       No Action         *
        statements and the report of the
        Directors and the Auditors for the YE
        31 DEC 2003

- -------------------------------------------------------------------------------------------------------
RMC GROUP PLC                                                                 Agenda: 700478161
     CUSIP: G76050106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: GB0007266413
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts for the YE 31 DEC 2003
        together with the Directors and the
        Auditors reports
11.     Authorize the Company or its                                  Mgmt       No Action         *
        subsidiaries, pursuant to Political
        Parties, Election and Referendums Act
        2000 and in accordance with Section
        347 C-E of the Companies Act 1985, to
        make donations to EU political
        organization and to incur EU
        political expenditure up to a maximum
        aggregate amount of GBP 50,000;
        Authority expires at the conclusion
        of the Company s 2005 AGM
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Elect Mr. David Munro as a Director                           Mgmt       No Action         *
        of the Company
4.      Re-elect Mr. Bill Alexander as a                              Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. Alastair Robinson as a                           Mgmt       No Action         *
        Director of the Company



6.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company and
        authorize the Directors to determine
        their remuneration
7.      Receive and approve the remuneration                          Mgmt       No Action         *
        report for the YE 31 DEC 2003
8.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Section 80 of the
        Companies Act 1985 and pursuant to
        Article 6 of the Articles of
        Association of the Company, to allot
        and to make offers or agreements to
        allot relevant securities up to a
        maximum nominal amount of GBP
        22,177,997; Authority expires at the
        conclusion of the AGM in 2005; and
        the Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
S.10    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 11 of its Articles of
        Association and for the purpose of
        Section 166 of the Companies Act 1985,
        to make market purchases Section 163
        of up to 26,537,390 ordinary shares,
        at a minimum price of 25p and up to
        105% of the average middle market
        quotations for the Company s ordinary
        shares derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the AGM of the Company held in 2005
        or 29 OCT 2005; the Company, before
        the expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly
S.9     Authorize the Directors, subject and                          Mgmt       No Action         *
        conditional upon the passing of
        Resolution 8 and pursuant to Article 7
        of the Articles of Association of the
        Company, to allot equity securities
        Section 89 of the Companies Act 1985
        for cash pursuant to the authority
        conferred by Resolution 8, disapplying
        the statutory pre-emption rights
        Section 89(1), provided that this
        power is limited to the allotment of
        equity securities: a) in connection
        with a rights issue in favor of
        ordinary shareholders; b) up to a
        maximum nominal amount of GBP
        3,327,032; Authority expires the
        earlier of the



        conclusion of the AGM in 2005; and
        the Directors may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such

- -------------------------------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC, LONDON                                                 Agenda: 700487603
     CUSIP: G7630U109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: GB0032836487
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT RESOLUTIONS NO.25                            Non-       No Action         *
        AND 26 WILL BE PROPOSED ONLY IF                              Voting
        RESOLUTION NO.24 IS NOT APPROVED.
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited financial statements
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
3.      Re-elect Mr. D.E. Baird as a Director                         Mgmt       No Action         *
        of the Company
4.      Re-elect Hon Mr. A.L. Bondurant as a                          Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. P.J. Byrom as a Director                         Mgmt       No Action         *
        of the Company
6.      Re-elect Mr. J.P. Cheffins as a                               Mgmt       No Action         *
        Director of the Company
7.      Re-elect Mr. C-P Forster as a                                 Mgmt       No Action         *
        Director of the Company
8.      Re-elect Mr. C.H. Green as a Director                         Mgmt       No Action         *
        of the Company
9.      Re-elect Mr. J.M. Guyette as a                                Mgmt       No Action         *
        Director of the Company
10.     Re-elect Dr. M.G.J.W Howse as a                               Mgmt       No Action         *
        Director of the Company
11.     Re-elect Lord Moore of Lower Marsh as                         Mgmt       No Action         *
        a Director of the Company
12.     Re-elect Sir. Robin Nicholson as a                            Mgmt       No Action         *
        Director of the Company
13.     Re-elect Sir. John Rose as a Director                         Mgmt       No Action         *
        of the Company
14.     Re-elect Mr. A.B. Shilston as a                               Mgmt       No Action         *
        Director of the Company
15.     Re-elect Mr. I.C Strachan as a                                Mgmt       No Action         *
        Director of the Company
16.     Re-elect Mr. C.G as a Director of the                         Mgmt       No Action         *
        Company
17.     Re-elect Sir John Weston as a                                 Mgmt       No Action         *
        Director of the Company
18.     Re-appoint KPMG Audit Plc as the                              Mgmt       No Action         *
        Auditors of the Company, until the
        conclusion of the next general
        meeting of the Company



S.19    Approve the Section 80 amount defined                         Mgmt       No Action         *
        in Article 10(d) be GBP 111,843,332
S.20    Approve the Section 89 amount defined                         Mgmt       No Action         *
        in Article 10(d) be GBP 16,776,499
S.21    Approve to: a)Authorize the Company                           Mgmt       No Action         *
        to make market purchases Section
        163(3) of the Companies Act 1985 of up
        to 167,764,998 ordinary shares of 20
        pence each, at a minimum price of 20
        pence nominal value of an ordinary
        share and an amount equal to 105% of
        the average middle market quotations
        for the ordinary shares derived from
        the London Stock Exchange Daily
        Official List, over the previous 5
        business days; Authority expires the
        earlier at the close of the AGM of the
        Company in 2005 or 18 months; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry; and b) in
        order to reflect the introduction of
        the new laws relating to the holding
        of treasury shares and amend the
        Articles 10A, 151A, 4(a)
S.22    Amend the Articles 94(b) and 94(d)(i)                         Mgmt       No Action         *
        of the Articles of Association
23      Approve the Rolls-Royce Group PLC                             Mgmt       No Action         *
        performance Share Plan Plan and
        authorize the Directors to do all acts
        and things which they consider
        necessary or expedient to carry the
        Plan into effect
S.24    Approve to: a) increase the                                   Mgmt       No Action         *
        authorized share capital of the
        Company from GBP 500,050,000.60 to GBP
        1,500,050,000.60 by the creation of
        1,000,000,000,000 non-cumulative
        redeemable convertible preference
        shares with a nominal value of 0.1
        pence each B shares having the rights
        and the restrictions contained in the
        Articles of Association; b) authorize
        the Directors,: I) subject to
        restrictions contained in Articles of
        Association of the Company and any
        terms of issue set out in the circular
        or any other terms and conditions
        approved by the Directors, on one or
        more occasions, to capitalize such
        sums not exceeding the aggregate sum
        of GBP 200,000,000



        standing to the credit of the Company
        s merger reserve of such other
        reserves as the Company legally use in
        paying up in paying up in full at, up
        to 200 billion B shares from time to
        time having the rights; II) additional
        to and without prejudice to the
        enexercised portion of any authorities
        and powers granted to the Directors
        pursuant to the Resolution 19 and any
        resolution passed prior to the date of
        passing of this resolution and
        pursuant to Section 80 of the
        Companies Act 1985, to allot and
        distribute B shares credited as fully
        paid up to an aggregate nominal amount
        of GBP 200,000,000 to the holders of
        ordinary shares of 20 pence each on
        the registers of members on any dated
        determined by the Directors and on the
        basis of the number of B shares for
        every ordinary share held as be
        determined by the Directors; Authority
        expires at the end of the next AGM of
        the Company; c) amend the Articles 6A
        and 136(c) of Association of the
        Company; and d) authorize the
        Directors to do all acts and things
        they consider necessary or desirable
        to give effect to this resolution
25.     Approve, if Resolution 24 is not                              Mgmt       No Action         *
        passed, to declare a dividend
26.     Authorize the Directors, if                                   Mgmt       No Action         *
        Resolution 24 is not passed, to offer
        shareholders the right to elect to
        receive shares, credited as fully
        paid, instead of cash in respect of
        any dividend declared or paid, until
        the conclusion of next AGM of the
        Company in accordance with Articles of
        Association of the Company

- -------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC                                              Agenda: 700477690
     CUSIP: G76891111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: GB0007547838
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report and the accounts                           Mgmt       No Action         *
2.      Approve the remuneration report                               Mgmt       No Action         *
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares



4.      Re-elect Mr. E. Botin as a Director                           Mgmt       No Action         *
5.      Re-elect Mr. L.K. Fish as a Director                          Mgmt       No Action         *
6.      Re-elect Sir Angus Grossart as a                              Mgmt       No Action         *
        Director
7.      Re-elect Sir George Mathewson as a                            Mgmt       No Action         *
        Director
8.      Re-elect Mr. G.F. Pell as a Director                          Mgmt       No Action         *
9.      Re-elect Mr. I.S. Robertson as a                              Mgmt       No Action         *
        Director
10.     Re-elect Sir Iain Vallance as a                               Mgmt       No Action         *
        Director
11.     Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors
12.     Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors
13.     Approve to renew the authority to                             Mgmt       No Action         *
        allot the shares
14.     Approve to renew and amend the pre-                           Mgmt       No Action         *
        emption authority
15.     Approve the purchase of own shares                            Mgmt       No Action         *
16.     Approve to create the additional                              Mgmt       No Action         *
        dollar preference shares and renew
        the authority to allot the preference
        shares
17.     Approve the amendments to the terms                           Mgmt       No Action         *
        of the preference shares

- -------------------------------------------------------------------------------------------------------
SAGE GROUP PLC                                                                Agenda: 700452547
     CUSIP: G7771K134                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/4/2004            ISIN: GB0008021650
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts for the YE 30 SEP 2003,
        together with the reports of the
        Directors and the Auditors
2.      Declare a final dividend recommended                          Mgmt       No Action         *
        by the Directors of 1.095 pence per
        ordinary share for the YE 30 SEP 2003
        to be paid on 12 MAR 2004 to the
        members whose names appear on the
        register on 13 FEB 2004
3.      Re-elect Mr. M.E.W. Jackson as a                              Mgmt       No Action         *
        Director
4.      Re-elect Mr. P.A. Walker as a                                 Mgmt       No Action         *
5.      Re-elect Mr. P.S. Harrison as a                               Mgmt       No Action         *
        Director



6.      Re-elect Mr. P.L. Stobart as a                                Mgmt       No Action         *
7.      Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers LLP as the
        Auditors of the Company and authorize
        the Directors to determine their
        remuneration
8.      Approve the remuneration report                               Mgmt       No Action         *
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution of all existing
        authorities, subject to and in
        accordance with Article 6 of the
        Company s Articles of Association, to
        allot relevant securities up to a
        maximum nominal amount of GBP
        4,263,861; Authority expires at the
        conclusion of the next AGM of the
        Company
S.10    Authorize the Directors, subject to                           Mgmt       No Action         *
        and in accordance with Article 7 of
        the Company s Articles of
        Association, to allot equity
        securities for cash and that, for the
        purposes of paragraph 1(b) of
        Article 7, the nominal amount to
        which this power is limited is GBP

- -------------------------------------------------------------------------------------------------------
SCOTTISH AND SOUTHERN ENERGY PLC                                              Agenda: 700385734
     CUSIP: G7885V109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/24/2003           ISIN: GB0007908733
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited accounts for the                          Mgmt       No Action         *
        YE 31 MAR 2003 along with the reports
        of the Directors and the Auditors
        thereon
2.      Approve the Board remuneration report                         Mgmt       No Action         *
        for the YE 31 MAR 2003
3.      Declare a final dividend in respect                           Mgmt       No Action         *
        of the YE 31 MAR 2003 of 24.5 pence
        per ordinary share
4.      Elect Mr. Gregor Alexander as a                               Mgmt       No Action         *
        Director of the Company
5.      Elect Mr. Rene Medrol as a Director                           Mgmt       No Action         *
        of the Company
6.      Elect Ms. Susan Rlce as a Director                            Mgmt       No Action         *
        of the Company
7.      Elect Sir Robert Smith as a Director                          Mgmt       No Action         *
        of the Company
8.      Re-elect Mr. Colin Hood as a Director                         Mgmt       No Action         *
        of the Company



9.      Re-elect Mr. David Paync as a                                 Mgmt       No Action         *
        Director of the Company
10.     Re-elect Mr. David Sigsworth as a                             Mgmt       No Action         *
        Director of the Company
11.     Re-appoint KPMG Audit Plc as the                              Mgmt       No Action         *
        Auditors to the Company until the
        conclusion of th e next general
        meeting and authorize the Directors
        to fix their remuneration
12.     Approve the maximum annual amount                             Mgmt       No Action         *
        permitted to be paid in fees to the
        Directors under Article 89 of the
        Company s Articles of Association be
        increased from GBP 250,000 to GBP
        400,000
S.13    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        the authority conferred by Resolution
        14 of 29 JUL 1999 and the Section 95
        of the Companies Act 1985, to allot
        equity securities for cash,
        disapplying the statutory pre-emption
        rights (Section 89(1)), provided that
        this power is limited to the allotment
        of equity securities a) in connection
        with an offer of such securities by
        way of rights to the ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP
        21,452,330; Authority expires the
        earlier of, on the conclusion of the
        next AGM, or 29 JUL 2004; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior to such expiry
S.14    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 12 of the Articles of
        Association, to make market purchases
        (Section 163(3) of the Companies Act
        1985) of up to 85,809,319 ordinary
        shares of 50p each in the capital of
        the Company, at a minimum price of 50p
        and up to 105% of the average of the
        middle market quotations for such
        shares as derived from the Daily
        Official List of the London Stock
        Exchange, over the previous 5 business
        days; Authority expires the earlier
        of, on the conclusion of the next AGM,
        or 15 months after passing of this
        resolution; and the Directors may
        allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry



- -------------------------------------------------------------------------------------------------------
SCOTTISH & NEWCASTLE PLC (FORMERLY SCOTTISH &                                 Agenda: 700395812
 NEWCASTLE BREWERIES PLC)
     CUSIP: G79269117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 8/28/2003           ISIN: GB0007839698
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and adopt the report of the                           Mgmt       No Action         *
        Directors and the accounts for the 52
        weeks to 27 APR 2003
2.      Approve and adopt the Directors                               Mgmt       No Action         *
        remuneration report
3.      Declare a dividend                                            Mgmt       No Action         *
4.      Re-appoint Mr. J.H.W. Fairweather as                          Mgmt       No Action         *
        a Director
5.      Re-appoint Sir Angus Grossart as a                            Mgmt       No Action         *
        Director
6.      Re-appoint Mr. J.R. Nicolson as a                             Mgmt       No Action         *
        Director
7.      Re-appoint Sir Brian Stewart as a                             Mgmt       No Action         *
        Director
8.      Re-appoint Mr. J.M. Dunsmore as a                             Mgmt       No Action         *
        Director
9.      Re-appoint Mr. A.G. Froggatt as a                             Mgmt       No Action         *
        Director
10.     Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors
11.     Authorize the Board to set the                                Mgmt       No Action         *
        remuneration of the Auditors
12.     Renew the Directors allotment                                 Mgmt       No Action         *
        authority
13.     Grant authority to issue non-pre-                             Mgmt       No Action         *
        emptive ordinary shares in limited
        circumstances
14.     Approve to renew the authority for                            Mgmt       No Action         *
        market purchases of the Company s
        shares

- -------------------------------------------------------------------------------------------------------
SCOTTISH & NEWCASTLE PLC (FORMERLY SCOTTISH &                                 Agenda: 700421845
 NEWCASTLE BREWERIES PLC)
     CUSIP: G79269117                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/29/2003          ISIN: GB0007839698
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the sale by the Company of                            Mgmt       No Action         *
        its managed retail business on the
        terms and conditions set out in the
        agreement dated 05 OCT 2003 between



        the Company, Spirit Amber Bidco
        Limited and Spirit Amber Holdings
        Limited; and authorize the Directors
        of the Company or a duly authorized
        Committee thereof to conclude and
        implement the sale in accordance with
        such terms and conditions and to agree
        such amendments and variations to and
        waivers of such terms and conditions
        provided such amendments, variations
        or waivers are not material in nature
        as they may in their absolute
        discretion think fit

- -------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC                                                            Agenda: 700384326
     CUSIP: G79314129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/25/2003           ISIN: GB0006900707
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report and the                             Mgmt       No Action         *
        accounts for the YE 31 MAR 2003
2.      Approve the remuneration report which                         Mgmt       No Action         *
        is included in the annual report and
        the accounts for the YE 31 MAR 2003
3.      Elect Mr. Nick Rose as a Director                             Mgmt       No Action         *
4.      Elect Mr. Donald Brydon as a Director                         Mgmt       No Action         *
5.      Re-elect Mr. Charles Miller Smith as                          Mgmt       No Action         *
        a Director
6.      Re-elect Mr. David Nish as a Director                         Mgmt       No Action         *
7.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Company s Auditors until the
        next year s AGM and authorize the
        Directors to set their remuneration
8.      Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and to incur
        EU political expenditure up to a
        maximum aggregate amount of GBP
        100,000;  Authority expires at the
        conclusion of the AGM in 2004
S.9     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section
        94(2) for cash, relying on the
        authority given by the shareholders on
        28 JUL 2002, disapplying the statutory
        pre-emption rights Section 89(1),
        provided that this power is limited to
        the allotment of equity securities: a)
        in connection with a rights issue in
        favor of ordinary



        shareholders; b) up to an aggregate
        nominal amount of GBP 46,403,949;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 25 JUL 2004; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior to such expiry
S.10    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) of up to
        185,615,798 ordinary shares of 50p
        each, at a minimum price of 50p and up
        to 5% over the average middle market
        price of such shares, based on the
        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority expires the earlier of
        the conclusion of the next AGM of the
        Company or 25 JUL 2004; the Company,
        before the expiry, may make a contract
        to purchase ordinary shares which will
        or may be executed wholly or partly

- -------------------------------------------------------------------------------------------------------
SECURICOR                                                                     Agenda: 700453816
     CUSIP: G7968M117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/11/2004           ISIN: GB0032739848
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        statements of the Company for the YE
        30 SEP 2003 and the reports of the
        Directors and the Auditors thereon
2.      Approve the payment of the interim                            Mgmt       No Action         *
        dividend and declare a final dividend
3.a     Re-elect Mr. Jonathan Kitchen as a                            Mgmt       No Action         *
        Director who retires by rotation
3.b     Re-elect Mr. Nigel Griffiths as a                             Mgmt       No Action         *
        Director who retires by rotation
4.      Elect Mr. Lord Sharman as a Director                          Mgmt       No Action         *
5.      Re-appoint Baker Tilly as the                                 Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next general
        meeting at which the accounts are
        laid
6.      Approve the remuneration report                               Mgmt       No Action         *
        contained in the financial statements
        for the YE 30 SEP 2003
S.7     Authorize the Company, to make market                         Mgmt       No Action         *
        purchases Section 163(3) of up to
        53,153,500 ordinary shares of 5



        15/17p each in the capital of the
        Company, at a minimum price of 5
        15/17p and up to 105% of the average
        middle market quotations for such
        shares derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires at the conclusion of the next
        AGM of the Company in 2005; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly

- -------------------------------------------------------------------------------------------------------
SECURICOR                                                                     Agenda: 700541178
     CUSIP: G7968M117                         Meeting Type: CRT
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: GB0032739848
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Scheme of Arrangement                             Mgmt       No Action         *
        pursuant to Section 425 of the
        Companies Act 1985 dated 04 JUN 2004
        the Scheme of Arrangement proposed to
        be between Securicor Plc the Company
        and the holders of Securicor Scheme
        Shares as defined in the Scheme of
        Arrangement

- -------------------------------------------------------------------------------------------------------
SECURICOR                                                                     Agenda: 700541166
     CUSIP: G7968M117                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: GB0032739848
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve that, a) the scheme of                                Mgmt       No Action         *
        arrangement on 4 JUN 2004 the Scheme
        to be made between the Company and
        holders of Securicor shares as defined
        in the Scheme and the participation of
        the Company in the merger agreement on
        24 JUN 2004 between the Company and
        the Group 4 Falck A/S, as amended the
        Merger Agreement and authorize the
        Directors of the Company to agree to
        any non-material variation or
        amendment of the terms of the Scheme
        and the Merger as the Directors of the
        Company deem fit and take all such
        action on behalf of the Company as
        they consider necessary for carrying
        in to effect the Scheme and the
        Merger; B) for giving effect to the
        Scheme in its original for, subject to
        any condition approved or



        imposed by the Court (i) the share
        capital of the Company be reduced by
        canceling and extinguishing all the
        Securicor Scheme Shares; (ii) the
        share capital of the Company be
        increased to its former amount by the
        creation of number of new ordinary
        shares of 5 13/17 pence each New
        Shares have an aggregate nominal
        amount of the Securicor Scheme Shares
        so cancelled and the reserve having in
        the books of accounts of the Company
        as a result of the cancellation of
        Securicor Scheme Shares be applied in
        paying up in full at par the New
        Shares created pursuant to paragraph
        1(B)(ii)(a) above, which will be
        allotted and issued, credited as fully
        paid, to Group 4 Securicor Holdings
        Limited; and (iii) authorize the
        Directors of the Company pursuant to
        and in accordance with Section 80 of
        the Companies act 1985 to give effect
        to this special resolution and the
        allotment of the New Shares Authority
        will expire on 2 JAN 2005; and the
        maximum aggregate nominal amount of
        shares which will be allotted is GBP
        40,000,000; and this authority will be
        without prejudice to any other
        authority Section 80
2.      Approve that, passing to the                                  Mgmt       No Action         *
        resolution (1) the Group 4 Securicor
        Performance Shares Plan the G4s PSP
        and the related employees benefit
        trust, the terms on which are in
        Section 6 of the Part 9 of the Listing
        particulars and for the identification
        signed by the Chairman; and authorize
        the Directors of Group 4 Securicor to
        make such minor modifications to the
        Rules of G4s PSP and related employee
        benefit trust as they may consider
        necessary; authorize the Directors of
        Group 4 Securicor to establish one or
        more further Plans for the benefit of
        employees overseas based on the G4s
        PSP but subject to modifications as
        the Directors of Group 4 Securicor may
        consider necessary to take account of
        overseas securities Laws, exchange
        controls and tax legislation, provided
        that any awards made under any such
        further Plans will count against the
        limits on



        individual participation under the G4S
        PSP
3.      Approve that, passing to the                                  Mgmt       No Action         *
        resolution (1) the Group 4 Securicor
        Performance Shares Plan the G4s PSP
        and the related employees benefit
        trust, which are to receive Inland
        Revenue approval under Schedule 2 of
        the Income Tax Earnings and Pensions
        Act 2003, and for the identification
        signed by the Chairman; and authorize
        the Directors of Group 4 Securicor to
        make such minor modifications to the
        Rules of G4s PSP and related employee
        benefit trust as they may consider
        necessary; authorize the Directors of
        Group 4 Securicor to establish one or
        more further Plans for the benefit of
        employees overseas based on the G4s
        PSP but subject to modifications as
        the Directors of Group 4 Securicor may
        consider necessary to take account of
        overseas securities Laws, exchange
        controls and tax legislation, provided
        that any awards made under any such
        further Plans will count against the
        limits on individual participation
        under the G4S PSP

- ----------------------------------------------------------------------------------------------
SERCO GROUP PLC                                                               Agenda: 700481459
     CUSIP: G80400107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: GB0007973794
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the annual review                           Mgmt       No Action         *
        and the accounts and the reports of
        Directors and the Auditors of the
        Company for the YE 31 DEC 2003
2.      Receive and adopt the remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
3.      Declare a final dividend of 1.62p per                         Mgmt       No Action         *
        share for the YE 31 DEC 2003
4.      Re-elect Mr. Kevin Beeston as an                              Mgmt       No Action         *
        Executive Director
5.      Re-elect Mr. Ralph Hodge as a Non-                            Mgmt       No Action         *
        Executive Director
6.      Elect Mr. David Richardson as a Non-                          Mgmt       No Action         *
        Executive Director
7.      Elect Ms. Margaret Ford as a Non-                             Mgmt       No Action         *
        Executive Director



8.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Company s Auditors and authorize
        the Audit Committee to fix the
        Auditors remuneration
9.      Authorize the Directors to allot                              Mgmt       No Action         *
        relevant securities up to a maximum
        nominal amount of GBP 2,870,902
        subject to and in accordance with
        Article 6 of the Companies Articles
        of Associtation Authority expires on
        the fifth anniversary of the passing
        of this resolution
10.     Authorize the Company to incur                                Mgmt       No Action         *
        European Union EU political
        expenditure, as defined in Section
        347A of the Companies Act 1985, up to
        an amount not exceeding GBP 50,000
        Authority expires the earlier of 30
        JUN 2005 or the date of the Company s
        AGM in 2005
11.     Authorize Serco Limited, being a                              Mgmt       No Action         *
        wholly-owned subsidiary of the
        Company to incur European Union EU
        political expenditure as defined in
        Section 347A of the Companies Act
        1985, up to an amount not exceeding
        GBP 50,000  Authority expires the
        earlier of 30 JUN 2005 or the date of
        the Company s AGM in 2005
S.12    Authorize the Directors to allot                              Mgmt       No Action         *
        equity securities for cash, subject
        to and in accordance with Article 7
        of the Companies Articles of
        Association, up to a nominal amount
        of GBP 434,985  Authority expires on
        the fifth anniversary of the passing
        of this resolution
S.13    Authorize the Company, pursuant to                            Mgmt       No Action         *
        the authorities contained in the
        Articles of Association of the
        Company, to make market purchases of
        the Companies ordinary shares of 2p
        Section 163 of the Companies Act 1985
        of up to 43,488,084 ordinary shares in
        the capital of the Company, at a
        minimum price of 2p and not more than
        5% above the average market value for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 18 months from the passing
        of this resolution; the Company,
        before the expiry, may make a contract
        to purchase ordinary



        shares which will or may be executed
        wholly or partly after such expiry
S.14    Adopt the new Articles of Association                         Mgmt       No Action         *
        in substitution for and to the
        exclusion of the existing Articles of
        Association

- -------------------------------------------------------------------------------------------------------
SEVERN TRENT PLC                                                              Agenda: 700388348
     CUSIP: G8056D142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/30/2003           ISIN: GB0000546324
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and the audited accounts for the YE 31
        MAR 2003
2.      Declare final dividend in respect of                          Mgmt       No Action         *
        the YE 31 MAR 2003 of 28.56 pence net
        for each ordinary shares
3.      Re-appoint Mr. T.D.G. Arculus as a                            Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
4.      Re-appoint Mr. R.M. Walker as a                               Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
5.      Re-appoint Mr. E.E. Anstee as a                               Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
6.      Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers LLP as the
        Auditors of the Company until the
        conclusion of the next general
        meeting at which the accounts are
        laid and that their remuneration be
        determined by the Directors
7.      Authorize the Company, for the                                Mgmt       No Action         *
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and incur EU
        political expenditure up to a maximum
        aggregate amount of GBP 50,000;
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Company, before the expiry, may make a
        contract to make donations to EU
        political organizations which will or
        may be executed wholly or partly after
        such expiry
8.      Authorize the Company s subsidiary,                           Mgmt       No Action         *
        Severn Trent Water Limited, for the
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and incur EU



        political expenditure up to a maximum
        aggregate amount of GBP 50,000;
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Severn Trent Water Limited, before the
        expiry, may make a contract to make
        donations to EU political
        organizations which will or may be
        executed wholly or partly after such
        expiry
9.      Authorize the Company s subsidiary,                           Mgmt       No Action         *
        Biffa Waste Services Limited, for the
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and incur EU
        political expenditure up to a maximum
        aggregate amount of GBP 25,000;
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Biffa Waste Services Limited, before
        the expiry, may make a contract to
        make donations to EU political
        organizations which will or may be
        executed wholly or partly after such
        expiry
10.     Authorize the Company s subsidiary,                           Mgmt       No Action         *
        Biffa Waste Services SA, for the
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and incur EU
        political expenditure up to a maximum
        aggregate amount of GBP 25,000;
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Biffa Waste Services SA, before the
        expiry, may make a contract to make
        donations to EU political
        organizations which will or may be
        executed wholly or partly after such
        expiry
11.     Authorize the Company s subsidiary,                           Mgmt       No Action         *
        Severn Trent Services Limited, for the
        purposes of Part XA of the Companies
        Act 1985, to make donations to EU
        political organizations and incur EU
        political expenditure up to a maximum
        aggregate amount of GBP 25,000;
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Serven Trent Services Limited, before
        the expiry, may make a contract to
        make donations to EU political
        organizations which will or may be
        executed wholly or partly after such
        expiry
12.     Approve the remuneration report and                           Mgmt       No Action         *
        the accounts for the YE 31 MAR 2003



S.13    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Section 95 of the
        Companies Act 1985, to allot equity
        securities for cash without first
        offering those equity securities to
        existing shareholders as required by
        Section 89 of the Companies Act 1985;
        and the maximum amount of equity
        securities which can be allotted under
        the power, other than in connection
        with a rights issue is GBP 11,224,491;
        Authority expires the earlier of the
        next AGM or on 29 OCT
S.14    Authorize the Company, to make market                         Mgmt       No Action         *
        purchases Section 163 of the Companies
        Act 1985 of up to 34,397,636 ordinary
        shares, at a minimum price of 65 2/15
        pence and not more than 5% above the
        average market price for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or on 29 OCT 2004;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly

- -------------------------------------------------------------------------------------------------------
SHANGRI-LA ASIA LTD                                                           Agenda: 700507203
     CUSIP: G8063F106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: BMG8063F1068
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a final dividend for the YE                           Mgmt       No Action         *
        31 DEC 2003
3.      Re-elect the Directors, who retires                           Mgmt       No Action         *
4.      Approve to fix the Directors fee                              Mgmt       No Action         *
        including fees payable to the Members
        of the Audit and Remuneration
5.       Re-appoint the Auditors and authorize                        Mgmt       No Action         *
        the Directors of the Company to fix
        their remuneration



6.A     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot and issue additional
        shares in the share capital of the
        Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding the aggregate of 20% of the
        aggregate nominal amount of the issued
        share capital of the Company,
        otherwise than pursuant to i) a rights
        issue; ii) the exercise of options or
        similar arrangement; iii) any scrip
        dividend or similar arrangement; iv)
        the exercise of any conversion rights
        attaching to the Zero Coupon
        Guaranteed Convertible Bonds due 2009
        issued by Shangri-La Finance Limited;
        and v) any specific authority;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM is to
        be held by law
6.B     Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase its own shares
        during the relevant period, on The
        Stock Exchange of Hong Kong Limited
        the HKSE or any other stock exchange
        on which the shares of the Company may
        be listed and recognized by the
        Securities and Futures Commission of
        Hong Kong and HKSE for this purpose or
        on the Singapore Exchange Securities
        Trading Limited, subject to and in
        accordance with all applicable laws
        and the requirements of the Rules
        Governing the Listing of Securities on
        the HKSE or that of any stock exchange
        as amended from time to time, not
        exceeding 10% of the aggregate nominal
        amount of the issued share capital of
        the Company as at the date of passing
        of this resolution; Authority expires
        the earlier of the conclusion of the
        next AGM of the Company or the
        expiration of the period within which
        the next AGM of the Company
6.C     Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolution No. 6.B, to extend the
        general mandate granted to the
        Directors of the Company to allot
        shares pursuant to such general
        mandate, by an amount representing the
        aggregate nominal amount of the share
        capital of the Company



        repurchased by the Company under the
        authority granted by the Resolution
        No. 6.B, provided that such amount
        does not exceed 10% of the aggregate
        nominal amount of the issued share
        capital of the Company at the date of
        passing this resolution
S.7     Amend By-law 1(A), 70, 76A, 98(H),                            Mgmt       No Action         *
        98(I), 98(K), 103, 162(B), 162(C),
        162(D), 167(A), 167(B) and 169 of the
        Bye-laws of the Company

- -------------------------------------------------------------------------------------------------------
SHANGRI-LA ASIA LTD                                                           Agenda: 700530860
     CUSIP: G8063F106                         Meeting Type: SGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: BMG8063F1068
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the relevant transactions                             Mgmt       No Action         *
        contemplated under the Master
        Agreement; and authorize the Board of
        Directors of the Company to take all
        such actions as may deem necessary
        or desirable to implement and give
        effect to the Master Agreement and
        the relevant transactions
        contemplated under the Master

- -------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC                                                            Agenda: 700484708
     CUSIP: G82343164                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: GB0009223206
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts of the YE 31 DEC 2003
        together with reports of the
        Directors and the Auditors thereon
2.      Declare a final dividend of 3.1 pence                         Mgmt       No Action         *
        per ordinary share in respect of the
        YE 31 DEC 2003
3.      Re-elect Mr. Warren Knowlton as a                             Mgmt       No Action         *
        Director of the Company
4.      Re-elect Sir Christopher O Donnell as                         Mgmt       No Action         *
        a Director of the Company
5.      Re-elect Mr. Richard De Schutler as a                         Mgmt       No Action         *
        Director of the Company
6.      Re-elect Mr. Rolf Stomberg as a                               Mgmt       No Action         *
        Director of the Company
7.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors
8.      Approve to renew the Directors                                Mgmt       No Action         *
        authorization to allot securities
        granted by article 9.2 of the Company s



        Articles of Association; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company in 2005
        or 5 AUG 2005; and for the purposes
        of Article 9 of the Company s Articles
        of Association Section 80, amount for
        this period
9.      Approve the remuneration report of                            Mgmt       No Action         *
        the Directors for the YE 31 DEC 2003
10.     Approve the Smith & Nephew 2004                               Mgmt       No Action         *
        Performance Share Plan
11.     Approve the Smith & Nephew 2004                               Mgmt       No Action         *
        Executive Share Option Plan
12.     Approve the Smith & Nephew 2004 Co-                           Mgmt       No Action         *
        Investment Plan
13.     Authorize the Directors to establish                          Mgmt       No Action         *
        other schemes for employees resident
        or working outside the United Kingdom
        based on the Performance Share Plan,
        the 2004 Option Plan and the 2004
        Co-Investment Plan Principal Schemes,
        but modified to take account of local
        tax exchange control and securities
        law, provided that: a) such other
        schemes shall confer benefits and
        contain limits so as to ensure, so far
        as the Directors consider practicable,
        substantial equality of treatment with
        employees participating in the
        Principal Schemes; and b) any shares
        issued or which might be issued under
        such other Schemes are treated as
        counting against the overall
        limitations on the issue of new shares
14.     Authorize the Directors to establish                          Mgmt       No Action         *
        the new discretionary trust for the
        benefit of employees and former
        employees of the Company and its
        subsidiaries
15.     Amend the rules of the Smith & Nephew                         Mgmt       No Action         *
        2001 UK approved Share Option Plan
16.     Amend the rules of the Smith & Nephew                         Mgmt       No Action         *
        2001 UK unapproved Share Option Plan
S.17    Approve to reclassify the 1 issued B                          Mgmt       No Action         *
        ordinary share of 12 2/3 pence as
        an ordinary share having the same
        rights and subject to the same
        restrictions as the existing ordinary
        share of the Company including
        entitlement to receive the same
        dividend as any existing ordinary
S.18    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Section 166 of the Companies Act 1985,



        to make market purchases Section
        163(3) of up to 93,486,408 ordinary
        shares 10% of the issued share capital
        as at 16 MAR 2004 of 12 2/3 pence each
        in the capital of the Company, at a
        minimum price of 12 2/3 pence and an
        amount equal to 105% of average of the
        middle market quotations for an
        ordinary share derived from the London
        Stock Exchange Daily Official List,
        for the 5 business days preceding the
        date of purchase; Authority expires
        the earlier of the conclusion of the
        next AGM of the Company in 2005 or 5
        AUG 2005; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry
S.19    Approve the Articles of Association                           Mgmt       No Action         *
        of the Company in substitution for
        and to the exclusion of all previous
        Articles of Association, but without
        prejudice to the authorities granted
        under Resolutions 8 and 20.
S.20    Approve to renew the Directors power                          Mgmt       No Action         *
        to allot securities otherwise than to
        existing shareholders pro rata to
        their holdings granted by Article 9.3
        of the Company s Articles of
        Association adopted pursuant to
        Resolution 19; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company in 2005 or 5 AUG
        2005; and for the purposes of the
        Article 9 of Company s Articles of
        Association Section 89 for this amount
        be GBP 5,713,057
21.     Approve to increase the aggregate                             Mgmt       No Action         *
        ordinary remuneration permitted to be
        paid to non-executive Directors, in
        accordance with Article 115 of the
        Company Articles of Association
        adopted pursuant to Resolution 19, to
        an amount not exceeding GBP 900,000

- -------------------------------------------------------------------------------------------------------
SMITHS GROUP                                                                  Agenda: 700421427
     CUSIP: G82401103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/11/2003          ISIN: GB0008182700
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to adopt the reports of the                           Mgmt       No Action         *
        Directors and the Auditors and the
        audited accounts for the YE 31 JUL



2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 JUL 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares
4.      Re-appoint Mr. K.O. Butler-Wheelhouse                         Mgmt       No Action         *
        as a Director
5.      Re-appoint Dr. J. Ferrie as a                                 Mgmt       No Action         *
6.      Re-appoint Mr. J.M. Horn-Smith as a                           Mgmt       No Action         *
        Director
7.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company
8.      Authorize the Directors to determine                          Mgmt       No Action         *
        the remuneration of the Auditors
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 6 of the
        Articles of Association of the
        Company, to allot relevant securities
        having a nominal value not exceeding
        GBP 46,629,434 in aggregate; Authority
        expires on the day falling 5 years
        after the passing of this resolution;
        and that all previous authorities
        under Section 80 of the Companies Act
        1985
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 7 of the
        Articles of Association of the
        Company, to allot equity securities
        for cash and for the purposes
        described in paragraph (b) of Article
        7, up to a nominal amount of GBP
        6,994,415;  Authority expires on the
        day falling 5 years after the passing
        of this resolution; and that all
        previous authorities under Section 95
        of the Companies Act 1985,
S.11    Authorize the Company, in accordance                          Mgmt       No Action         *
        with Article 11 of the Articles of
        Association of the Company, to make
        market purchases Section 163 of the
        Companies Act 1985 of up to 55,955,321
        ordinary shares of 25p each in the
        capital of the Company, at a minimum
        price of 25p and up to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires at the conclusion of
        the next general meeting of the
        Company, unless such authority is
        renewed at such time;



        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly after such expiry

- -------------------------------------------------------------------------------------------------------
SOUTH CHINA HOLDINGS LTD                                                      Agenda: 700513965
     CUSIP: G8278Z145                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: KYG8278Z1458
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the audited                              Mgmt       No Action         *
        financial statements and the reports
        of the Directors and the Auditors for
        the YE 31 DEC 2003
2.      Declare a final dividend of 0.55 HK                           Mgmt       No Action         *
        cent per share for the YE 31 DEC 2003
3.      Re-elect Ms. N.G. Jessica Yuk Mui as                          Mgmt       No Action         *
        a Director
4.      Re-elect Mr. N.G. Yuk Fung Peter as a                         Mgmt       No Action         *
        Director
5.      Re-elect Mr. Tan Boon Seng as a                               Mgmt       No Action         *
        Director
6.      Re-elect Mr. David Michael Norman as                          Mgmt       No Action         *
        a Director
7.      Re-elect Mr. David John Blackett as a                         Mgmt       No Action         *
        Director
8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        fix the Directors remuneration
9.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Board of Directors to fix their
        remuneration
S.10    Approve to change the name of the                             Mgmt       No Action         *
        Company and authorize any one of the
        Director of the Company to take all
        necessary action to implement such
        adoption of Chinese name
S.11    Approve and adopt the Articles of                             Mgmt       No Action         *
        Association of the Company in
        substitution for and to the exclusion
        of all existing Articles of
        Association of the Company
12.     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares or securities
        convertible into shares, or options,
        warrants or similar rights to
        subscribe for any shares and make or
        grant offers, agreements and options
        during and after the relevant period,
        not exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company otherwise than



        pursuant to: i) a rights issue; or ii)
        the exercise of any share option
        scheme or similar arrangement; or iii)
        the exercise of subscription or
        conversion rights attached to any
        warrants or securities; or iv) any
        scrip dividend or similar arrangement;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM is to
        be held by law
13.     Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase issued shares of
        the Company during the relevant
        period, on The Stock Exchange of Hong
        Kong Limited or any other stock
        exchange on which the shares of the
        Company have been or may be listed and
        recognized by the Securities and
        Futures Commission under the Hong Kong
        Code on share repurchases for such
        purposes, subject to and in accordance
        with all applicable laws and
        regulations, at such price as the
        Directors may at their discretion
        determine in accordance with all
        applicable laws and regulations, not
        exceeding 10% of the aggregate nominal
        amount of the issued share capital of
        the Company; Authority expires the
        earlier of the conclusion of the AGM
        of the Company or the expiration of
        the period within which the next AGM
        of the Company
14.     Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 12 and 13, to add the
        aggregate nominal amount of the share
        capital of the Company repurchased by
        the Company pursuant to Resolution 6,
        to the aggregate nominal amount of the
        share capital of the Company that may
        be allotted pursuant to Resolution 6,
        provided that such amount shall not
        exceed 10% of the aggregate nominal
        amount of the issued share capital of
        the Company

- -------------------------------------------------------------------------------------------------------
SSL INTERNATIONAL PLC                                                         Agenda: 700384453
     CUSIP: G8401X108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/15/2003           ISIN: GB0007981128
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive the Directors report and the                          Mgmt       No Action         *
        Company s annual accounts for the YE
        31 MAR 2003, together with the
        Auditors report on those accounts
        and the auditable part of the
        Directors remuneration report
2.      Approve the remuneration report as                            Mgmt       No Action         *
        detailed in the report and the
3.      Declare a dividend of 8.4 pence per                           Mgmt       No Action         *
        ordinary share
4.      Re-elect Mr. Brian Buchan as a                                Mgmt       No Action         *
        Director, who retires by rotation
5.      Re-elect Mr. Bernd Beetz as a                                 Mgmt       No Action         *
        Director, who retires by rotation
6.      Re-appoint KPMG Audit PLC as the                              Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next AGM at which
        accounts are laid before the Company
        and authorize the Directors to set
        the Auditor s remuneration
7.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and pursuant to Section 80
        of the Companies Act 1985, to allot
        relevant securities Section 80(2) up
        to an aggregate nominal amount of GBP
        6,000,000; Authority expires the
        earlier on 14 JUL 2008 or the
        conclusion of the AGM of the Company
        in 2008; and the Directors may allot
        relevant securities after the expiry
        of this authority in pursuance of such
        an offer or agreement made prior to
        such expiry
S.8     Authorize the Directors of the                                Mgmt       No Action         *
        Company, in substitution for any
        existing authority, subject to the
        passing of Resolution 7 and pursuant
        to Section 95 of the Companies Act
        1985, to allot equity securities
        Section 94(2) for cash pursuant to the
        authority conferred by previous
        Resolution, disapplying the statutory
        pre-emption rights Section 89(1),
        provided that this power is limited to
        the allotment of equity securities: i)
        in connection with a rights issue,
        open offer or otherwise in favor of
        ordinary shareholders; b) up to an
        aggregate nominal amount of GBP
        946,564; and Authority expires the
        earlier on 14 JUL 2008 or the
        conclusion of the AGM of the Company
        in 2008; and the Directors may allot
        equity securities after the



        expiry of this authority in pursuance
        of such an offer or agreement made
        prior to such expiry
S.9     Authorize the Company, pursuant to                            Mgmt       No Action         *
        Section 166 of the Companies Act 1985,
        to make one or more market purchases
        Section 163(3) of up to 18,931,295
        ordinary shares of 10p each in the
        capital of the Company, at a minimum
        price paid for each ordinary share
        exclusive of expense payable by the
        Company and up to 105% of the average
        middle market quotations for such
        shares derived from the Daily Official
        List of the London Stock Exchange,
        over the previous 5 business days; and
        Authority expires at the conclusion of
        the next AGM of the Company; the
        Company, before the expiry, may make a
        contract to purchase ordinary shares
        which will or may be executed wholly
        or partly after such expiry

- -------------------------------------------------------------------------------------------------------
SSL INTERNATIONAL PLC                                                         Agenda: 700531812
     CUSIP: G8401X108                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/16/2004           ISIN: GB0007981128
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the relevant contracts,                               Mgmt       No Action         *
        assets, liabilities and employees of
        the Company relating to the
        manufacture and sale of Blogel
        surgical gloves and Hibi Medical
        Antiseptics subject to the terms and
        conditions of a conditional sale and
        the purchase agreement between the
        Company New Bridge Holdings BV, SSL
        Americas Inc and LRC Products Limited
        and Regent Medical Limited, Regent
        Medical Overseas Limited, Regent
        Medical Americas LLC and Regent
        Medical Holdings Limited; authorize
        the Directors of the Company to do all
        things that are in the opinion of the
        Directors necessary or desirable to
        give effect to and to complete the
        Sale and Purchase Agreement and the
        documents referred to in it with such
        modifications, amendments, variations
        or waivers as they consider to be
        necessary or desirable



- -------------------------------------------------------------------------------------------------------
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC                                      Agenda: 700507443
     CUSIP: G8566X133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/28/2004           ISIN: GB0006616899
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Adopt the annual report and accounts                          Mgmt       No Action         *
        for 2003
2.      Declare a final dividend of 2.9p per                          Mgmt       No Action         *
        ordinary for 2003 to be paid on 03
        JUN 2004 to the shareholders whose
        names are on the register of members
        of Royal & Sun Alliance on 19 MAR
3.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as Royal & Sun Alliance Auditors until
        the next AGM and authorize the
        Directors to set their fees
4.      Re-appoint Mr. Edward Lea as a                                Mgmt       No Action         *
        Director until the next AGM
5.      Re-appoint Mr. John Maxwell as a                              Mgmt       No Action         *
        Director until the next AGM
6.      Re-appoint Mr. Noel Harwerth as a                             Mgmt       No Action         *
        Director until the next AGM
7.      Re-appoint Mr. Malcolm Le May as a                            Mgmt       No Action         *
        Director until the next AGM
8.      Re-appoint Mr. George Culmer as a                             Mgmt       No Action         *
        Director until the next AGM
9.      Approve Royal & Sun alliance s                                Mgmt       No Action         *
        remuneration report
10.     Approve the Royal & Sun Alliance                              Mgmt       No Action         *
        Insurance Group Plc share matching
        Plan the plan and authorize the
        Directors to do all such acts and
        things as they deem necessary or
        expedient to carry the plan; and
        authorize the Directors to establish
        such schedules to the plan as they
        deem necessary in relation to
        employees in jurisdictions outside the
        UK, with such modifications as deem
        necessary or desirable to take account
        of local securities laws, exchange
        control and tax legislation, provided
        that any shares made available under
        such schedules must be treated as
        accounting against the relevant limits
        on individual participation and over
        all
11.     Authorize the Royal Sun Alliance, for                         Mgmt       No Action         *
        the purposes of part XA of the
        Companies Act 1985 to: a) make
        donations to EU political
        organizations not exceeding GBP



        100,000 in aggregate per annum and; b)
        incur EU political expenditure not
        exceeding GBP 100,000 in aggregate per
        annum; Authority expires earlier of
        the conclusion of next year s AGM or
        27 AUG 2005; and such aggregate
        amounts may be comprised of one or
        more amounts in different currencies
        which shall be converted at such rate
        as may be determined by the Board in
        its absolute discretion to be
        appropriate
S.12    Amend Articles 2, 80 and 81 of the                            Mgmt       No Action         *
        Articles of Association of the
        Company by deleting the existing
        Articles and by adopting new Articles
13.     Authorize the Directors of the                                Mgmt       No Action         *
        Company: a) to exercise the power
        contained in Article 136 of the
        Article of Association so that, the
        holders of ordinary shares in Royal &
        Sun allowance are permitted to elect
        to receive new ordinary shares,
        credited as fully paid, instead of all
        or at the discretion of the Directors,
        part of any dividends paid by Royal &
        Sun Alliance prior to 27 MAY 2009; and
        b) to capitalize the appropriate
        nominal amount of the new ordinary
        shares in the Company, failing to be
        allotted pursuant to any elections
        made pursuant to point a) above out of
        the amount to the credit of any
        reserve accounts including any share
        premium account and capital redemption
        reserve or to the credit of the profit
        and loss account in each case, whether
        or not such amounts are available for
        distribution, to apply that sum in
        paying up such new ordinary shares to
        the share holders of Royal Allowance
        validly making such elections
14.     Authorize the Directors of Royal &                            Mgmt       No Action         *
        Sun Alliance, in substitution for any
        existing authority and as defined by
        Section 80 of the Companies Act 1985,
        to allot relevant securities up to a
        maximum nominal amount of GBP
        439,023,157 5% of the issued ordinary
        share capital on 10 MAR 2004;
        Authority will expire earlier of the
        conclusion of next year s AGM or on 27
        AUG 2005; and Royal & Sun Alliance
        may make allotments during the
        relevant period which may be
        exercised after the relevant period



S.15    Authorize the Directors of Royal &                            Mgmt       No Action         *
        Sun Alliance, under the authority
        given by Resolution 14, to allot
        equity securities Section 94(2) of the
        Companies Act 1985 for cash, by
        disapplying the statutory pre-emption
        rights Section 89(1), provided that
        this power is limited to the allotment
        of equity securities: a) in connection
        with an offer securities which is open
        for acceptance in a period decided on
        by the Directors; b) up to an
        aggregate nominal value of GBP
        39,603,474; Authority will expire
        earlier of the conclusion of next
        year s AGM or on 27 AUG 2005; and the
        Royal & Sun Alliance may allot equity
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.16    Authorize the Royal & Sun Alliance to                         Mgmt       No Action         *
        make market purchases Section 163 of
        the Companies Act 1985 of up to
        288,025,262 ordinary shares at a price
        not less than the nominal value
        currently of 27.5p for each ordinary
        share and not more than 5% over the
        average of the middle market price of
        the ordinary shares based on the
        London Stock Exchange Daily Official
        List, over the previous 5 business
        days; Authority will expire earlier of
        the conclusion of next year s AGM or
        on 27 AUG 2005; the Royal & Sun
        Alliance, before the expiry, may make
        a contract to purchase ordinary shares
        which will or may be executed wholly
        or partly

- -------------------------------------------------------------------------------------------------------
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC                                      Agenda: 700412531
     CUSIP: G8566X133                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 9/22/2003           ISIN: GB0006616899
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to increase the authorized                            Mgmt       No Action         *
        share capital of the Company from GBP
        850,000,000 to 1,379,000,000 by the
        creation of 1,923,636,364 additional
        ordinary shares of 27.5 pence each
        subject to and conditional upon the
        admission to the Official List of the
        United Kingdom Listing Authority and
        to trade on the London Stock



        Exchange plc s market for the listed
        securities of 27.5 pence each in the
        Capital of the Company to be issued by
        the Company in connection with the
        Rights Issue
2.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 80 of the Companies Act 1985,
        to allot relevant securities Section
        80(2) up to an aggregate nominal
        amount of GBP 396,000,000 in
        connection with the Rights Issue and
        otherwise u to an aggregate nominal
        amount of 132,003857; Authority
        expires at the conclusion of the
        Annual General Meeting of the Company
        to be held in 2004 and the Directors
        may allot relevant securities after
        the expiry of this authority in
        pursuance of such an offer or
        agreement made prior

- -------------------------------------------------------------------------------------------------------
TATE & LYLE PLC                                                               Agenda: 700388526
     CUSIP: G86838128                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/31/2003           ISIN: GB0008754136
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the YE 31 MAR 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report set out in the report and the
        accounts for the YE 31 MAR 2003
3.      Declare a final dividend on the                               Mgmt       No Action         *
        ordinary shares of the Company
4.      Re-elect Mr. I. Ferguson as a                                 Mgmt       No Action         *
        Director, who retires under Article
5.      Re-elect Mr. S. Musesengwa as a                               Mgmt       No Action         *
        Director, who retires under Article
6.      Re-elect Mrs. C. Piwnica as a                                 Mgmt       No Action         *
        Director, who retires under Article
7.      Re-elect Mr. S. Strathdee as a                                Mgmt       No Action         *
        Director, who retires under Article
8.      Re-elect Mr. A. Yurko as a Director,                          Mgmt       No Action         *
        who retires under Article 84
9.      Re-elect Dr. K. Hopkins as a Director                         Mgmt       No Action         *
10.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors
11.     Authorize the Directors to set the                            Mgmt       No Action         *
        remuneration of the Auditors
12.     Approve the Tate & Lyle 2003                                  Mgmt       No Action         *
        Performance Share Plan
14.     Approve to renew the Directors                                Mgmt       No Action         *
        authority to allot shares



S.13    Approve to renew the Company s                                Mgmt       No Action         *
        authority to purchase it own shares
S.15    Approve to renew the Directors                                Mgmt       No Action         *
        authority to disapply shareholders
        pre-emption rights in relation to the
        allotment of shares

- -------------------------------------------------------------------------------------------------------
TAYLOR WOODROW PLC                                                            Agenda: 700476852
     CUSIP: G86954107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: GB0008782301
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited financial                                 Mgmt       No Action         *
        statements, the reports of the
        Auditors and the Directors for the YE
        31 DEC 2003
2.      Declare a final dividend of 6.5 pence                         Mgmt       No Action         *
        per share
3.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
4.      Re-elect Mr. Norman Askew as a                                Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. Michael Davies as a                              Mgmt       No Action         *
        Director of the Company
6.      Re-elect Mr. Graeme McCallum as a                             Mgmt       No Action         *
        Director of the Company
7.      Re-elect Mr. Vernon Sankey as a                               Mgmt       No Action         *
        Director of the Company
8.      Re-elect Mrs. Robin Innes Ker as a                            Mgmt       No Action         *
        Director of the Company
9.      Re-elect Mr. Denis Mac Daid as a                              Mgmt       No Action         *
        Director of the Company
10.     Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Directors to determine
        their remuneration
11.     Approve that the Taylor Woodrow 2004                          Mgmt       No Action         *
        Savings-Related Share option Plan
        Sharesave Plan, be and is hereby
        adopted and established and that the
        Board be and thereby is authorized to
        do all the acts and things as it may
        consider necessary or desirable to
        carry the Sharesave Plan into effect
        including consequential changes to
        obtain the approval of the Board of
        the inland revenue and to establish
        any further plans based on the
        Sharesave Plan but modified to take
        account of local tax, exchange



        control or securities laws in
        countries outside the United Kingdom,
        provided that the ordinary shares made
        available under any such further plans
        are treated as counting as appropriate
        against any limits on individual or
        overall participation in the Sharesave
        Plan, and to take account of the
        requirements of the London Stock
        Exchange
12.     Approve that the Taylor Woodrow 2004                          Mgmt       No Action         *
        Share Incentive Plan SIP, be and is
        hereby adopted and established and
        that the Board be and thereby is
        authorized to do all the acts and
        things as it may consider necessary or
        desirable to carry the Share Incentive
        Plan into effect including
        consequential changes to obtain the
        approval of the Board of the inland
        revenue and to establish any further
        plans based on the Share Incentive
        Plan but modified to take account of
        local tax, exchange control or
        securities laws in countries outside
        the United Kingdom, provided that the
        ordinary shares made available under
        any such further plans are treated as
        counting as appropriate against any
        limits on individual or overall
        participation in the Share Incentive
        Plan, and to take account of the
        requirements of the London Stock
        Exchange
13.     Approve that the Taylor Woodrow 2004                          Mgmt       No Action         *
        Performance Share Plan Performance
        Plan, be and is hereby adopted and
        established and that the Board be and
        thereby is authorized to do all the
        acts and things as it may consider
        necessary or desirable to carry the
        Performance Share Plan into effect
        including consequential changes to
        obtain the approval of the Board of
        the inland revenue and to establish
        any further plans based on the
        Performance Share Plan but modified to
        take account of local tax, exchange
        control or securities laws in
        countries outside the United Kingdom,
        provided that the ordinary shares made
        available under any such further plans
        are treated as counting as appropriate
        against any limits on individual or
        overall participation in the
        Performance Share Plan, and to



        take account of the requirements of
        the London Stock Exchange
14.     Approve that the Taylor Woodrow 2004                          Mgmt       No Action         *
        Deferred Bonus Plan Deferred Plan, be
        and is hereby adopted and established
        and that the Board be and thereby is
        authorized to do all the acts and
        things as it may consider necessary or
        desirable to carry the Deferred Bonus
        Plan into effect including
        consequential changes to obtain the
        approval of the Board of the inland
        revenue and to establish any further
        plans based on the Deferred Bonus Plan
        but modified to take account of local
        tax, exchange control or securities
        laws in countries outside the United
        Kingdom, provided that the ordinary
        shares made available under any such
        further plans are treated as counting
        as appropriate against any limits on
        individual or overall participation in
        the Deferred Bonus Plan, and to take
        account of the requirements of the
        London Stock Exchange
15.     Approve that the Taylor Woodrow 2004                          Mgmt       No Action         *
        Employee Benefit Trust the EBT, be
        and is hereby adopted and established
        and that the Board be and thereby is
        authorized to do all the acts and
        things as it may consider necessary or
        desirable to carry the EBT into effect
        and to take account of the
        requirements of the London Stock
        Exchange
16.     Approve that in accordance with the                           Mgmt       No Action         *
        Article 105.1 of the Companys Article
        of Association, the maximum amount the
        Board may from time to time determine
        as being the fees that Directors shall
        be entitled to receive for their
        services as Directors shall be
        increased to GBP
17.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority and pursuant to Section 80
        of the Companies Act 1985, to allot
        any relevant securities Section 80
        up to an aggregate nominal amount of
        GBP 46,783,941  the authorized but
        unissued share capital;  Authority
        expires the earlier of the next AGM
        of the Company in 2005; and the
        Directors may make allotments during
        the relevant period which may be
        exercised after the relevant period



S.18    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of previous resolution
        and pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94  for cash
        pursuant to the authority conferred
        by previous resolution, disapplying
        the statutory pre-emption rights
        Section 89(1), provided that this
        power is limited to the allotment of
        equity securities a) in connection
        with a rights issue, open offer or
        other offers in favor of ordinary
        shareholders; and b) up to an
        aggregate nominal amount of GBP
        7,310,802;  Authority expires the
        earlier of the conclusion of the AGM
        of the Company in 2005; and,
        authorize the Directors to allot
        equity securities after the expiry of
        this authority in pursuance of such
        an offer or agreement made prior to
        such expiry
S.19    Authorize the Company, pursuant to                            Mgmt       No Action         *
        the authorities contained in the
        Articles of Association of the
        Company, to make market purchases
        Section 163(3) of the Companies Act
        1985  of up to 58,486,423 ordinary
        shares of 25 pence each in the
        capital of the Company, at a minimum
        price of 25 pence and equal to 105%
        of the average market value for such
        shares derived from the London Stock
        Exchange Daily Official List, over
        the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company in 2005 and 19 OCT 2005; the
        Company, before the expiry, may make
        a contract to purchase ordinary
        shares which will or may be executed

- -------------------------------------------------------------------------------------------------------
TESCO PLC                                                                     Agenda: 700524653
     CUSIP: G87621101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: GB0008847096
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the accounts and the reports                          Mgmt       No Action         *
        of the Directors and the Auditors for
        the FYE 28 FEB 2004
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the FYE 28 FEB 2004



3.      Declare a final dividend of 4.77                              Mgmt       No Action         *
        pence per share
S.4     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company the Articles by
        deleting Article 90 and replacing it
        with a new one
5.      Re-elect Mr. Charles Allen as a                               Mgmt       No Action         *
        Director
6.      Re-elect Mr. Philip Clarke as a                               Mgmt       No Action         *
        Director
7.      Re-elect Dr. Harald Einsmann as a                             Mgmt       No Action         *
        Director
8.      Re-elect Mr. Veronique Morali as a                            Mgmt       No Action         *
        Director
9.      Re-elect Mr. Graham Pimlott as a                              Mgmt       No Action         *
        Director
10.     Elect Mr. Richard Brasher as a                                Mgmt       No Action         *
11.     Elect Mr. Ken Hydon as a Director                             Mgmt       No Action         *
12.     Elect Mr. E. Mervyn Davies as a                               Mgmt       No Action         *
        Director
13.     Elect Mr. David Reid as a Director                            Mgmt       No Action         *
14.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which accounts are laid
        and approve that their remuneration
        be fixed by the Directors
15.     Approve to increase the authorized                            Mgmt       No Action         *
        share capital of the Company from GBP
        481,600,000 to GBP 530,000,000 by the
        creation of 968,000,000 ordinary
        shares of 5p each
16.     Authorize the Directors, in place of                          Mgmt       No Action         *
        the equivalent authority conferred on
        the Directors at the last AGM, to
        exercise the power contained in the
        Articles to offer the holders of
        ordinary shares of 5p each in the
        capital of the Company the Shares the
        right to receive new shares, credited
        as fully paid, instead of the cash
        amount which would otherwise be due to
        them in respect of any dividends
        including interim dividends paid by
        the Directors or declared by the
        Company, including the final dividend
        for the FYE on 28 FEB 2004
17.     Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 15 and in
        place of the equivalent authority



        conferred on the Directors at the last
        AGM and in accordance with Section 80
        of the Companies Act 1985 CA 1985, to
        allot relevant securities Section
</Table>

<Table>
     
        80(2) CA 1985 up to an aggregate
        nominal amount of GBP 128.07 million;
        Authority expires on 18 JUN 2009; and
        the Company may make an offer or
        agreement before the expiry of such
        authority which would or mighty
        require relevant securities to be
        allotted after 18 JUN 2009 and the
        Directors may allot such securities
        pursuant to such offer or agreement
S.18    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 CA 1985, to allot equity
        securities for cash pursuant to the
        authority conferred on the Directors
        for the purposes of Section 80 CA
        1985, disapplying the statutory pre-
        emption rights Section 89(1) CA 1985,
        provided that this power is limited to
        the allotment of equity securities: i)
        in connection with an offer of such
        securities by way of rights issue; and
        ii) up to an aggregate nominal amount
        of GBP 19.21 million; Authority
        expires the earlier of the conclusion
        of the Company s next AGM or 15 months;
        and the Company may before such expiry
        make an offer or agreement which would
        or might require equity securities to
        be allotted after such expiry and the
        Directors may allot equity securities
        in pursuance of any such offer or
        agreement as if the
S.19    Authorize the Company to make market                          Mgmt       No Action         *
        purchases Section 163(3) CA 1985 of up
        to 768.44 million shares of 5p each in
        the Company, at a minimum price of 5p
        and not more than 105% of the average
        of the middle market quotations of a
        share as derived from the London Stock
        Exchange Daily Official List, over the
        previous 5 business days; Authority
        expires the earlier of the conclusion
        of the AGM of the Company in 2005 or18
        months; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry
20.     Authorize Tesco Stores CR, a wholly                           Mgmt       No Action         *
        owned subsidiary of the Company i) to



        make donations to EU political
        organizations not exceeding GBP 25,000
        in total; and ii) to incur EU
        political expenditure not exceeding
        GBP 25,000 in total, during any FY of
        the Company; Authority expires at the
        conclusion of the Company s AGM
21.     Authorize Tesco Stores SR, a wholly                           Mgmt       No Action         *
        owned subsidiary of the Company i) to
        make donations to EU political
        organizations not exceeding GBP 25,000
        in total; and ii) to incur EU
        political expenditure not exceeding
        GBP 25,000 in total, during any FY of
        the Company; Authority expires at the
        conclusion of the Company s AGM
22.     Authorize Tesco Global Rt, a wholly                           Mgmt       No Action         *
        owned subsidiary of the Company i) to
        make donations to EU political
        organizations not exceeding GBP 25,000
        in total; and ii) to incur EU
        political expenditure not exceeding
        GBP 25,000 in total, during any FY of
        the Company; Authority expires at the
        conclusion of the Company s AGM in
        2007
23.     Authorize Tesco Polska Sp, a wholly                           Mgmt       No Action         *
        owned subsidiary of the Company i) to
        make donations to EU political
        organizations not exceeding GBP 25,000
        in total; and ii) to incur EU
        political expenditure not exceeding
        GBP 25,000 in total, during any FY of
        the Company; Authority expires at the
        conclusion of the Company s AGM in
        2007
24.     Approve the Tesco PLC Performance                             Mgmt       No Action         *
        Share Plan 2004 and authorize the
        Directors to do all acts and things
        necessary to establish and carry into
        effect
25.     Approve the Tesco PLC 2004                                    Mgmt       No Action         *
        Discretionary Share Option Plan and
        authorize the Directors to do all
        acts and things necessary to
        establish and carry it into effect
        and to make any amendments required
        to the approved part of the
        Discretionary Share Option Plan in
        order to obtain or maintain Inland



- -------------------------------------------------------------------------------------------------------
TOMKINS PLC                                                                   Agenda: 700486221
     CUSIP: G89158136                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: GB0008962655
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report and                              Mgmt       No Action         *
        financial statements for the YE 03
        JAN 2004 together with the
        Independent Auditors report
2.      Approve the remuneration committee                            Mgmt       No Action         *
        report for the YE 03 JAN 2004, as set
        out on pages 31 to 37 of the annual
        report and accounts
3.      Declare a final dividend of 704p per                          Mgmt       No Action         *
        ordinary share for the YE 03 JAN 2004
4.      Re-appoint Mr. D.B. Newlands as a                             Mgmt       No Action         *
        Director
5.      Re-appoint Mr. K. Lever as a Director                         Mgmt       No Action         *
6.      Re-appoint Sir Brian Pitman as a                              Mgmt       No Action         *
        Director
7.      Re-appoint Deloitte & Touche LLP the                          Mgmt       No Action         *
        Company having agreed that Deloitte &
        Touche LLP succeeded to the business
        of Deloitte & Touche on 01 AUG 2003 as
        Independent Auditors
8.      Authorize the Directors to determine                          Mgmt       No Action         *
        the Independent Auditor s
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with and subject to the
        terms of, Article 5 of the Company s
        Articles of Association to allot
        relevant securities up to an
        aggregate nominal amount of GBP
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance and subject to the terms
        of, Article 6 of the Company s
        Articles of Association to allot
        shares for cash for the purposes of
        paragraph (ii) of Article 6 up to an
        aggregate nominal amount of GBP
S.11    Authorize the Company, in                                     Mgmt       No Action         *
        substitution for any existing
        authority, to make market purchases
        Section 163(3) of ordinary shares of 5
        pence each in the capital of the
        Company, at a maximum price which may
        be paid for any share is an amount
        equal to 105% of the average middle
        market quotations for such shares
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company in 2005 or 30 JUN
        2005; the Company, before the expiry,
        may make



        a contract to purchase ordinary shares
        which will or may be executed
S.12    Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by: inserting Article 6
        after the words; inserting Article
        6(i) after words; deleting from
        Article 6(i), where it appears after
        the words

- -------------------------------------------------------------------------------------------------------
TOMKINS PLC                                                                   Agenda: 700392753
     CUSIP: G89158136                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 8/11/2003           ISIN: GB0008962655
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
2.      Approve the amendments to the                                 Mgmt       No Action         *
        Company s Articles of Association and
        the early redemption of the
        convertible cumulative redeemable
        preference shares of USD 50 in the
        Company s capital
S.1     Amend, subject to and conditional on                          Mgmt       No Action         *
        the passing of ordinary resolution
        and the extraordinary resolution and
        the capital reorganization becoming
        effective, the Company s Articles of
        Association by deleting Article
        4(C)(iv)(c) entirely and replacing it
        with a new Article; and deleting
        Article 4(C)(iv)(e) entirely and
        replacing it with a new article

- -------------------------------------------------------------------------------------------------------
UNILEVER PLC                                                                  Agenda: 700481411
     CUSIP: G92087124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: GB0005748735
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the accounts and                          Mgmt       No Action         *
        the balance sheet for the YE 31 DEC
        2003, together with the Directors
        report and the Auditors report
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report for the YE 31 DEC 2003
        included within the annual report &
        accounts 2003
3.      Declare a dividend on the ordinary                            Mgmt       No Action         *
        shares
4.      Re-elect Mr. N. W. A. FitzgGerald,                            Mgmt       No Action         *
        KBE as a Executive Director
5.      Re-elect Mr. A. Burgmans as a                                 Mgmt       No Action         *
        Executive Director
6.      Re-elect Mr. A. C. Butler as a                                Mgmt       No Action         *
        Executive Director



7.      Re-elect Mr. P. J. Cescau as a                                Mgmt       No Action         *
        Executive Director
8.      Re-elect Mr. K. B. Dadiseth as a                              Mgmt       No Action         *
        Executive Director
9.      Re-elect Mr. A. R. baron van Heemstra                         Mgmt       No Action         *
        as a Executive Director
10.     Re-elect Mr. R. H. P. Markham as a                            Mgmt       No Action         *
        Executive Director
11.     Elect Mr. C. J. van der Graaf as a                            Mgmt       No Action         *
        Executive Director
12.     Elect The Rt. Honerable The Lord                              Mgmt       No Action         *
        Brittan of Spennithorne QC DL,
        subject to the passing of Resolution
        26, as a Non-Executive Director
13.     Elect Mr. Baroness Chalker of                                 Mgmt       No Action         *
        Wallasey, subject to the passing of
        Resolution 26, as a Non-Executive
        Director
14.     Elect Mr. B. Collomb, subject to the                          Mgmt       No Action         *
        passing of Resolution 26, as a Non-
        Executive Director
15.     Elect Professor W. Dik, subject to                            Mgmt       No Action         *
        the passing of Resolution 26, as a
        Non-Executive Director
16.     Elect Mr. O. Fanjul, subject to the                           Mgmt       No Action         *
        passing of Resolution 26, as a Non-
        Executive Director
17.     Elect Mr. C. X. Gonzalez, subject to                          Mgmt       No Action         *
        the passing of Resolution 26, as a
        Non-Executive Director
18.     Elect Mr. H. Kopper, subject to the                           Mgmt       No Action         *
        passing of Resolution 26, as a Non-
        Executive Director
19.     Elect The Lord Simon of Highbury CBE,                         Mgmt       No Action         *
        subject to the passing of Resolution
20.     Elect Mr. J. van der Veer, subject to                         Mgmt       No Action         *
        the passing of Resolution 26, as a
        Non-Executive Director
21.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which accounts are laid
        before the members
22.     Authorize the Directors to fix the                            Mgmt       No Action         *
        remuneration of the Auditors



23.     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for any existing
        authority, to allot relevant
        securities Section 80 up to an
        aggregate nominal amount of GBP
        13,450,000; Authority expire on the
        day preceding the 5th anniversary of
        the passing of this resolution; and
        the Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.24    Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 23 and
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94 for cash
        pursuant to the authority conferred by
        Resolution 23 or by virtue of Section
        94(3A), disapplying the statutory
        pre-emption rights Section 89(1),
        provided that this power is limited to
        the allotment of equity securities a)
        in connection with a rights issue in
        favor of ordinary shareholders; and b)
        up to an aggregate nominal amount of
        GBP 2,000,000 5% of the issued share
        capital; Authority expire on the day
        preceding the 5th anniversary of the
        passing of this resolution; and,
        authorize the Directors to allot
        equity securities after the expiry of
        this authority in pursuance of such an
        offer or agreement made prior to
S.25    Authorize the Company, pursuant to                            Mgmt       No Action         *
        Article 64 of the Articles of
        Association, to make market purchases
        Section 163(3) of up to 290 million
        ordinary shares of 1.4p each in the
        capital of the Company, at a minimum
        price of 1.4p and not more than 5%
        above the average market value for
        such shares derived from the London
        Stock Exchange Daily Official List,
        for the 5 business days preceding the
        date of purchase; Authority expires
        the earlier of the conclusion of the
        next AGM of the Company or 12 months;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly
S.26    Amend the Articles of Association to                          Mgmt       No Action         *
        reflect Corporate Governance changes



S.27    Amend the Articles of Association for                         Mgmt       No Action         *
        treasury shares

- -------------------------------------------------------------------------------------------------------
UNITED BUSINESS MEDIA PLC                                                     Agenda: 700494759
     CUSIP: G92272106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: GB0030224215
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the report of the                           Mgmt       No Action         *
        Directors and the accounts for the
        YE 31 DEC 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
3.      Declare a final dividend                                      Mgmt       No Action         *
4.      Re-elect Mr. John Botts as a Director                         Mgmt       No Action         *
5.      Re-elect Mr. Malcolm Wall as a                                Mgmt       No Action         *
6.      Re-elect Ernst & Young LLP as the                             Mgmt       No Action         *
        Auditors to the Company and to
        authorize the Directors to determine
        their remuneration
S.7     Authorize the Company, for the                                Mgmt       No Action         *
        purpose of Section 166 of the
        Companies Act 1985 the Act, to make
        market purchases Section 163(3) of the
        Act of up to 33,582,615 ordinary
        shares of 25 pence each in the capital
        of the Company, at a minimum price of
        25 pence and not more than 5% above
        the average of the middle market
        quotations for such shares derived
        from the Daily Official List of the
        London Stock Exchange, for the 5
        business days preceding the date of
        purchase; Authority expires the
        earlier of the conclusion of the next
        AGM or 06 AUG 2005; the Company may
        make a contract to purchase its own
        shares under the authority hereby
        conferred prior to the expiry of such
        authority which will or may be
        executed wholly or partly after such
        expiry and may make a purchase of its
        own shares in pursuance of any such
        contract as if the authority conferred
        hereby had not expired
S.8     Authorize the Company, in                                     Mgmt       No Action         *
        substitution for all such existing
        authorities, to make one or more
        market purchases Section 163(3) of the
        Act of up to 6,212,819 B shares in the
        capital of the Company at a



        minimum price of 245 pence; Authority
        expires the earlier of the conclusion
        of the next AGM or 06 AUG 2005; the
        Company may make a contract to
        purchase B shares under the authority
        hereby conferred prior to the expiry
        of such authority which will or may be
        executed wholly or partly after such
        expiry and may make a purchase of B
        shares in pursuance of any such
        contract
9.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 6 of the
        Company s Articles of Association, to
        allot relevant securities up to a
        maximum nominal amount of GBP
        27,985,513;  Authority expires the
        earlier of the conclusion of the next
        AGM or 06 AUG 2005; and all the
        previous authorities under Section 80
        of the Act shall henceforth cease to
        have effect
S.10    Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 7 of the
        Company s Articles of Association, to
        allot equity securities for cash as if
        section 89(1) of the Act did not apply
        to such allotment and to allot equity
        securities within Section 94(3A) of
        the Act, as if Section 89(1) of the
        Act did not apply, that for the
        purposes of paragraph (1)(b) of
        Article 7 the nominal amount to which
        this power is limited shall be GBP
        4,197,827; Authority expires the
        earlier of the conclusion of the next
        AGM or 06 AUG 2005
11.     Authorize the Company and any Company                         Mgmt       No Action         *
        which is or becomes a subsidiary of
        the Company, for the purposes of Part
        XA of the Act, to make donations to
        the EU Political Organization and
        incur EU Political Expenditure up to a
        sum not exceeding GBP 100,000 in
        aggregate; Authority expires at the
        conclusion of the Company s AGM
12.     Approve the United Business Media                             Mgmt       No Action         *
        2004 UK and the International
        Sharesave Schemes and authorize the
        Directors to do all such acts and
        things as they may deem or expedient
        to carry these Schemes in to effect
        including making any amendments
        necessary to obtain Inland Revenue
        approval to the 2004 UK Scheme





                                                                        
- -------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC                                                            Agenda: 700381990
     CUSIP: G93882101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/30/2003           ISIN: GB0007192106
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please click on the above link to                             Non-       No Action         *
        access Vodafone Group s 2003 Notice                          Voting
        of Annual General Meeting and Annual
        Review & Summary Financial Statement
1.      Receive the report of the Directors                           Mgmt       No Action         *
        and financial statements for the
        YE 31 MAR 2003
2.      Approve the remuneration report of                            Mgmt       No Action         *
        the Board for the YE 31 MAR 2003
3.      Re-appoint Lord MacLaurin of                                  Mgmt       No Action         *
        Knebworth DL, a Director retiring in
        accordance with the Company s
        Articles of Association, as a
        Director of the Company
4.      Re-appoint Mr. Kenneth Hydon, a                               Mgmt       No Action         *
        Director retiring in accordance with
        the Company s Articles of
        Association, as a Director of the
5.      Re-appoint Mr. Thomas Geitner, a                              Mgmt       No Action         *
        Director retiring in accordance with
        the Company s Articles of
        Association, as a Director of the
6.      Re-appoint Professor Sir Alec Broers,                         Mgmt       No Action         *
        a Director retiring in accordance with
        the Company s Articles of Association,
        as a Director of the
7.      Re-appoint Mr. Jurgen Schrempp, a                             Mgmt       No Action         *
        Director retiring in accordance with
        the Company s Articles of
        Association, as a Director of the
8.      Re-appoint Dr. John Buchanan, a                               Mgmt       No Action         *
        Director retiring in accordance with
        the Company s Articles of
        Association, as a Director of the
9.      Approve that the final dividend                               Mgmt       No Action         *
        recommended by the Directors of
        0.8983p per ordinary share for the YE
        31 MAR 2003 be declared payable on the
        ordinary shares of the Company to all
        members whose names appear on the
        Register of Members on 6 JUN 2003 and
        that such dividend be paid on 8 AUG
        2003
10.     Re-appoint Deloitte & Touche as                               Mgmt       No Action         *
        Auditors to the Company until the next
        AGM



11.     Authorize the Audit Committee to                              Mgmt       No Action         *
        determine the remuneration of the
        Auditors
12.     Authorize the Company and any company                         Mgmt       No Action         *
        which is or becomes a subsidiary of
        the Company during the period to which
        this resolution relates and for the
        purposes of Part XA of the Companies
        Act 1985, to make Donations to EU
        Political Organizations or incur EU
        Political Expenditure during the
        period ending on the date of the
        Company s AGM in 2004 provided that
        any such Donations and expenditure
        made by the Company together with
        those made by any subsidiary company
        while it is a subsidiary of the
        Company shall not exceed in aggregate
        GBP 100,000 during that period
13.     Renew the authority conferred on the                          Mgmt       No Action         *
        Directors by Article 16.2 of the
        Company s Articles of Association and
        for this purpose: 13.1) the Section
        80 amount be USD 900,000,000; and
        13.2) the prescribed period be the
        period ending on the date of the AGM
        in 2004 or on 30 OCT 2004, whichever
        is the earlier
S.14    Approve that, subject to the passing                          Mgmt       No Action         *
        of Resolution 13, the power conferred
        on the Directors by Article 16.3 of
        the Company s Articles of Association
        be renewed for the prescribed period
        specified in Resolution 13.2 and for
        such period the Section 89 amount be
        USD 340,000,000
S.15    Authorize the Company, generally and                          Mgmt       No Action         *
        unconditionally, for the purposes of
        Section 166 of the Companies Act 1985,
        to make market purchases (as defined
        in Section 163 of that Act) of
        ordinary shares of USD 0.10 each in
        the capital of the Company provided
        that: 15.1) the maximum aggregate
        number of ordinary shares which may be
        purchased is 6,800,000,000; 15.2) the
        minimum price which may be paid for
        each ordinary share is USD 0.10; 15.3)
        the maximum price (excluding expenses)
        which may be paid for any ordinary
        share is an amount equal to 105% of
        the average of the middle market
        closing price of the Company s
        ordinary shares as derived from the
        Official List of the London Stock
        Exchange for the 5 business days



        immediately preceding the day on which
        such share is contracted to be
        purchased; and 15.4) this authority
        shall expire at the conclusion of the
        AGM of the Company held in 2004 or on
        30 OCT 2004, whichever is the earlier,
        unless such authority is renewed prior
        to that time (except in relation to
        the purchase of ordinary shares the
        contract for which was concluded
        before the expiry of such authority
        and which might be executed

- -------------------------------------------------------------------------------------------------------
WHITBREAD PLC                                                                 Agenda: 700523295
     CUSIP: G9606P114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/15/2004           ISIN: GB0030345457
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report and the                             Mgmt       No Action         *
        accounts for the YE 04 MAR 2004
2.      Approve the remuneration report                               Mgmt       No Action         *
3.      Declare a final dividend of 16.15                             Mgmt       No Action         *
        pence per ordinary share
4.      Elect Mr. Angle Risley as a Director                          Mgmt       No Action         *
5.      Re-elect Sir John Banham as a                                 Mgmt       No Action         *
6.      Re-elect Mr. Alan Parker as a                                 Mgmt       No Action         *
7.      Re-elect Mr. Stewart Miller as a                              Mgmt       No Action         *
        Director
8.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors to hold the office until the
        conclusion of the Company s next AGM
        and authorize the Directors to set the
        Auditors remuneration
9.      Approve the Whitebread Long Term                              Mgmt       No Action         *
        Incentive Plan and authorize the
        Directors to do all such acts and
        things necessary to carry into
        effect; authorize the Directors to
        vote and be counted in the quorum on
        any matter connected with the plan
        except that no Director may vote or
        be counted in the quorum in respect
        of his own participation and any
        prohibition on voting contained in
        the Articles of Association of the
        Company be relaxed accordingly
10.     Authorize the Directors to establish                          Mgmt       No Action         *
        provisions as the Directors may decide
        subject to the following: a) such
        plans must operate within the



        limits on the number of new ordinary
        shares which may be made available
        from time to time under the Whitebread
        2001 Approve Executive Share Option
        Scheme, the Whitebread Unapproved
        Executive Share Option Scheme, the
        Whitebread 2001 Savings- related Share
        Option Scheme and the Whitebread Long
        Term Incentive Plan; b) such plans
        must take account of overseas tax,
        securities and exchange control laws
        contains limitations so as to ensure
        except to the extent necessary or
        desirable as the Directors consider
        practicable that the participants in
        such plans obtain no greater benefit
        than employees participating in the
        existing plans; c) the provisions of
        such plans may not be amended without
        the prior approval of the Company in
        General Meeting
S.11    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 166 of the Companies Act 1985,
        to make market purchases Section
        163(3) of ordinary shares in the
        capital of the Company up to an
        aggregate nominal amount of GBP
        14,875,000, at a minimum price which
        may be paid for each ordinary share is
        the nominal amount of that share and
        up to 105% of the average middle
        market quotations for such shares
        derived from the Daily Official List,
        over the previous 5 business days;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly after
        such expiry
S.12    Authorize the Directors, in                                   Mgmt       No Action         *
        substitution of Resolution 11 passed
        at the AGM held on 22 JUN 2002,
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94 for cash
        pursuant to the authority conferred by
        Resolution 10, disapplying the
        statutory pre-emption rights Section
        89(1), provided that this power is
        limited to the allotment of equity
        securities: a) in connection with a
        rights issue in favor of ordinary
        shareholders, subject to such



        exclusions or other arrangements as
        the Directors may consider necessary
        desirable in relation to fractional
        entitlements or any legal or practical
        problems under the laws of any
        territory or the requirements of any
        regulatory body; b) up to an aggregate
        nominal amount of GBP 7,437,500;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or 17 JUN 2007; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement

- -------------------------------------------------------------------------------------------------------
WILLIAM HILL PLC                                                              Agenda: 700491296
     CUSIP: G9645P117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/17/2004           ISIN: GB0031698896
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report and                              Mgmt       No Action         *
        accounts for the fifty-two weeks ended
        30 DEC 2003
2.      Approve the Directors remuneration                            Mgmt       No Action         *
        report
3.      Declare a final dividend of 9.0p for                          Mgmt       No Action         *
        each ordinary share
4.      Elect Mr. David Allvey as a Director                          Mgmt       No Action         *
5.      Elect Mr. Barry Gibson as a Director                          Mgmt       No Action         *
6.      Re-appoint Delloitte & Touche LLP as                          Mgmt       No Action         *
        Auditors of the Company
7.      Authorize the Directors to determine                          Mgmt       No Action         *
        the remuneration of the Auditors of
        the Company
8.      Amend the rules of the 2004 Senior                            Mgmt       No Action         *
        Management Operating Bonus Scheme,
        the William Hill Executive Director
        Incentive Plan, the Willaim Hill Long
        Term Incentive Plan and the William
        Hill Saye Share Option Schemes to
        enable share options and awards to be
        satisfied using treasury shares
9.      Approve to renew the Directors                                Mgmt       No Action         *
        authority to allot relevant
        securities up to a maximum nominal
        amount of GBP 14,060,370,
        representing one-third of the
        Company s issued share capital at 07
        APR
S.10    Amend Article 13 of the Company s                             Mgmt       No Action         *
        Articles of Association to extend the



        disapplication of pre-emption rights
        pursuant to Section 89 Companies Act
        1985 to include treasury shares
S.11    Amend Article 58 of the Company s                             Mgmt       No Action         *
        Articles of Association to clarify
        that shares bought back may be held
        in treasury
S.12    Approve to renew the Directors                                Mgmt       No Action         *
        authority to allot equity securities
        for cash, pursuant to the authority
        conferred by Resolution 9 and Section
        95 of the Companies Act 1985 up to a
        maximum nominal amount of GBP
        2,109,055, representing 5% of the
        Company s issued share capital at 07
        APR 2004
S.13    Authorize the Company to make market                          Mgmt       No Action         *
        purchases of ordinary shares subject
        to certain conditions

- -------------------------------------------------------------------------------------------------------
GEORGE WIMPEY PLC                                                             Agenda: 700467322
     CUSIP: G96872109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: GB0009713446
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the report of the                         Mgmt       No Action         *
        Directors and the accounts for the
        YE 31 DEC 2003
2.      Approve to declare a final dividend                           Mgmt       No Action         *
        in respect of the YE 31 DEC 2003, due
        and payable on 14 MAY 2004 to
        shareholders on the register at close
        of business on 05 MAR 2004, such final
        dividend to be payable only in respect
        of such of the shares in respect of
        which the relevant holders of the
        shares has not exercised any
        entitlement to receive new shares
        instead of dividend in cash pursuant
3.      Re-elect Mr. J.H. Robinson as a                               Mgmt       No Action         *
        Director, who retires by rotation
4.      Re-elect Mr. J.M. Blackburn as a                              Mgmt       No Action         *
        Director, who retires by rotation
5.      Re-elect Mr. D.M. Williams as a                               Mgmt       No Action         *
        Director, who retires by rotation
6.      Re-appoint Mr. Baroness Dean of                               Mgmt       No Action         *
        Thornton-le-Fyide as a Director, who
        retire by rotation
7.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company until
        the conclusion of the next general
        meeting at which the accounts are
        laid before the Company and approve



        that their remuneration be fixed by
        the Directors
8.      Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for all previous
        authorities, to allot relevant
        securities Section 80(2) of the
        Companies Act 1985 up to an aggregate
        nominal value of GBP 32,017,837;
        Authority expires 5 years after the
        date of passing of this resolution;
        and the Directors may allot relevant
        securities after the expiry of this
        authority in pursuance of such an
        offer or agreement made prior to such
        expiry
S.9     Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of the Resolution 8, and
        pursuant to Section 95 of the
        Companies Act 1985, to allot equity
        securities Section 94(2) of the Act
        for cash pursuant to the authority
        conferred by Resolution 8, disapplying
        the statutory pre-emption rights
        Section 89, provided that this power
        is limited to the allotment of equity
        securities: a) in connection with a
        rights issue, open offer or any other
        pre-emptive offer or scrip dividend
        alternative in each case in favor of
        ordinary shareholders; and b) up to an
        aggregate nominal value of GBP
        4,802,675; Authority expires 5 years
        after the date of passing of this
        resolution; and the Directors may
        allot equity securities after the
        expiry of this authority in pursuance
        of such an offer or agreement made
S.10    Authorize the Company, to make market                         Mgmt       No Action         *
        purchases Section 163(3) of the
        Companies Act 1985 of not more than
        38,421,405 ordinary shares of 25p each
        in its share capital, at a minimum
        price of 25p per share and not more
        than 5% above the average of the
        middle market quotations for the
        ordinary shares in the Company taken
        from the London Stock Exchange Daily
        Official List, over the previous 5
        business days in each case exclusive
        of any expenses; Authority expires at
        the conclusion of the next AGM of the
        Company; the Company, before the
        expiry, may make a contract to
        purchase ordinary shares which will or
        may be executed wholly or partly
        after such expiry



11.     Approve that the remuneration report                          Mgmt       No Action         *
        contained within the report of the
        Directors and the accounts for the YE
        31 DEC 2003

- -------------------------------------------------------------------------------------------------------
WOLSELEY PLC FORMERLY WOLSELEY-HUGHES PLC                                     Agenda: 700424245
     CUSIP: G97278108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/21/2003          ISIN: GB0009764027
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the accounts and the
        Auditors report thereon for the YE 31
        JUL 2003
2.      Receive and adopt the Directors                               Mgmt       No Action         *
        remuneration report for the YE 31 JUL
        2003
3.      Declare a final dividend of 15.6p per                         Mgmt       No Action         *
        ordinary share
4.      Elect Mr. Gareth Davis as a Director                          Mgmt       No Action         *
        of the Company
5.      Elect Mr. Gerard Legtmann as a                                Mgmt       No Action         *
        Director of the Company
6.      Re-elect Mr. John Whybrow as a                                Mgmt       No Action         *
        Director of the Company
7.      Re-elect Mr. Stephen Webster as a                             Mgmt       No Action         *
        Director of the Company
8.      Re-elect Mr. Fenton Hord as a                                 Mgmt       No Action         *
        Director of the Company
9.      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of the Company,
        until the conclusion of the next AGM
        of the Company
S.10    Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 95 of the Companies Act 1985,
        to allot equity securities Section 94
        for cash, disapplying the statutory
        pre-emption rights Section 89(1),
        provided that this power is limited to
        the allotment of equity securities:
        10.1) in connection with a rights
        issue in favor of ordinary
        shareholders; 10.2) up to an aggregate
        nominal amount of GBP 7,259,465 5% of
        the issued share capital on 22 SEP
        2003; Authority expires the earlier
        of the conclusion of the next AGM of
        the Company or 15 months; and the
        Directors may allot equity securities
        after the expiry of this authority in
        pursuance of such an offer or
        agreement made prior



S.11    Authorize the Company, in accordance                          Mgmt       No Action         *
        with Part V of the Companies Act
        1985, to make market purchases
        Section 163  of up to 58,075,722
        ordinary shares of 25p each in the
        capital of the Company, at a minimum
        price of 25p and up to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires at the conclusion
        of the next AGM of the Company; the
        Company, before the expiry, may make
        a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly after such expiry
12.     Approve the Wolseley Share Option                             Mgmt       No Action         *
        Plan 2003 as prescribed and authorize
        the Directors of the Company to do all
        acts and things necessary to implement
        the Wolseley Share Option Plan 2003
        including the power to establish
        further sub-plans that are modified to
        take account of the local tax, account
        control or securities laws in overseas
        territories, provided that any shares
        made available under such sub-plans
        are treated as counting against the
        individual participation limit
13.     Authorize the Company and any Company                         Mgmt       No Action         *
        which is or becomes its subsidiary,
        for the purposes of Part XA of the
        Companies Act 1985 as amended by the
        Political Parties, Elections and
        Referendums Act 2000, to make
        donations to EU political organization
        and to incur EU political expenditure
        up to a maximum aggregate amount of
        GBP 125,000; Authority expires at the
        conclusion

- -------------------------------------------------------------------------------------------------------
WPP GROUP PLC                                                                 Agenda: 700533905
     CUSIP: G97974102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: GB0009740423
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Company s                               Mgmt       No Action         *
        accounts for the FYE 31 DEC 2003
        together with the last Director s
        report, the last Director s
        remuneration report and the Auditors



        report thereon on those accounts and
        the auditable part of the remuneration
        report
2.      Declare a final dividend for the                              Mgmt       No Action         *
        YE 31 DEC 2003
3.a     Re-elect Mr. Orit Gadiesh as a                                Mgmt       No Action         *
3.b     Re-elect Mr. Koichiro Naganuma as a                           Mgmt       No Action         *
        Director
3.c     Re-elect Mr. Paul Spencer as a                                Mgmt       No Action         *
3.d     Re-elect Mr. Philip Lader as a                                Mgmt       No Action         *
        Director, who retires by rotation
3.e     Elect Mr. Jeremy Bullmore as a                                Mgmt       No Action         *
3.f     Elect Mr. John Jackson as a Director                          Mgmt       No Action         *
3.g     Elect Mr. Stanley Morten as a                                 Mgmt       No Action         *
3.h     Elect Mr. John Quelch as a Director                           Mgmt       No Action         *
4.      Re-appoint Deloitte & Touche LLP as                           Mgmt       No Action         *
        the Auditors of the Company to hold
        office from the conclusion of the
        meeting to the conclusion of the next
        meeting at which accounts are laid
        and authorize the Directors to fix
        their remuneration
5.      Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 6 of the
        Company s Articles of Association, to
        allot relevant securities up to a
        maximum nominal amount of GBP
        39,334,225; Authority expires on 28
        JUN 2009; and all previous
        authorities under Section 80 of the
        Companies Act 1985 shall cease to have
        effect except that the authority
        conferred by the passing of Resolution
        10 of the AGM of 26 JUN 2000 shall
        remain in full force
S.6     Authorize the Directors, in                                   Mgmt       No Action         *
        accordance with Article 7 of the
        Company s Articles of Association, to
        allot equity securities for cash and
        that for the purposes of Paragraph
        (1)(b) of Article 7, the nominal
        amount to which this power is limited
        shall be GBP 5,900,134; Authority
        expires on 28 JUN 2009; and all
        previous authorities under Section 95
        of the Companies Act 1985 shall cease
        to have effect except that the
        authority conferred by the passing of
        Resolution 10 of the AGM of 26 JUN
        2000 shall remain in full force and



S.7     Authorize the Company, in accordance                          Mgmt       No Action         *
        with at 11 of the Company s Articles
        of Association and the Companies Act
        1985, to make market purchases Section
        163(3) of the Companies Act of up to
        118,002,676 ordinary shares of 10
        pence each in the Company on such
        terms and in such manner as the
        Directors of the Company may
        determine, at a minimum price of 10
        pence and not more than 105% of the
        average of the middle market
        quotations for an ordinary share as
        derived from the London Stock Exchange
        Daily Official List, over the previous
        5 business days; Authority expires at
        the conclusion of the AGM of the
        Company in 2005; a contract of
        purchase may be concluded by the
        Company, before such expiry, which
        will or may be executed wholly or
        partly after such expiry and the
        shares may be made in pursuance of any
        such contract
8.      Approve the WPP Directors                                     Mgmt       No Action         *
        remuneration report set out in the
        report of the Compensation Committee
        contained in the 2003 report and
        accounts
9.      Approve that part of the award due to                         Mgmt       No Action         *
        Sir Martin Sorrell under the Capital
        Investment Plan CIP be deferred by
        granting replacement awards for that
        part of his subsisting CIP award and
        authorize the Directors to execute
        such documents and to make all
        consequential amendments to the deed
        setting out the terms of the said
        award under the CIP that the Directors
        deem necessary or desirable
10.     Approve the amendments to the period                          Mgmt       No Action         *
        for the exercise of the rights
        granted under the Notional Share
        Award Plan NSAP to JMS Financial
        Services Limited JMS and authorize
        the Directors to execute such
        documents and to make all
        consequential amendments to the
        documents setting out the terms of
        the said awards under the NSAP that
        the Directors deem necessary or
        desirable
11.     Approve that the maximum annual                               Mgmt       No Action         *
        aggregate remuneration of the
        Directors excluding those that hold



        an executive office or are employed by
        the Company or one of its subsidiaries
        as specified in Article 73(1) of the
        Company s Articles of Association be
        and the same is herby increased from
        GBP 450,000 to GBP 1,000,000

- -------------------------------------------------------------------------------------------------------
WPP GROUP PLC                                                                 Agenda: 700476181
     CUSIP: G97974102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: GB0009740423
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE EGM HELD ON 7                            Non-       No Action         *
        APR 2004 HAS BEEN POSTPONED DUE TO                           Voting
        LACK OF QUORUM AND THAT THE SECOND
        CONVOCATION WILL BE HELD ON 16 APR
        2004. PLEASE ALSO NOTE THE NEW CUTOFF
        DATE. IF YOU HAVE ALREADY SENT YOUR
        VOTES, PLEASE DO NOT RETURN THIS PROXY
        FORM UNLESS YOU DECIDE TO AMEND YOUR
        ORIGINAL INSTRUCTIONS. THANK YOU
1.      Approve the WPP Group PLC 2004                                Mgmt       No Action         *
        Leadership Equity Acquisition Plan
        2004 LEAP as specified and authorize
        the Directors of the Company acting
        through its compensation Committee to
        make such amendments to the rules
        relating to 2004 LEAP and to do all
        such acts and things which it may
        consider necessary or expedient for
        the purposes of carrying 2004 LEAP
        into effect including, without
        limitation, to make amendments and
        modifications that are required in
        order to take account of laws and
        regulations in overseas jurisdictions
        which enable non-UK resident employees
        to participate in 2004 LEAP in a
        beneficial manner including without
        limitation the establishment of
        separate plans in different
        jurisdictions replicating in all
        substantial respects the provisions of
        2004 LEAP

- -------------------------------------------------------------------------------------------------------
YUE YUEN INDUSTRIAL (HOLDINGS) LTD                                            Agenda: 700448966
     CUSIP: G98803144                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/24/2004           ISIN: BMG988031446
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        financial statements and the reports



        of the Directors and the Auditors for
        the YE 30 SEP 2003
2.      Declare a final dividend of HKD 0.46                          Mgmt       No Action         *
        per share for the YE 30 SEP 2003
3.      Elect the Directors and authorize the                         Mgmt       No Action         *
        Board of Directors to fix their
        remuneration
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Board of Directors to fix their
        remuneration
5.A     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding 20% of the aggregate nominal
        amount of the issued share capital of
        the Company otherwise than pursuant
        to: a) a rights issue or the exercise
        of any share option scheme or similar
        arrangement; Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM is to be held by any applicable
        Bye-laws
5.B     Authorize the Directors to purchase                           Mgmt       No Action         *
        shares in the capital of the Company
        during the relevant period, subject
        to and in accordance with all
        applicable laws and regulations, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital;;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM is to be held by any applicable
        Bye-laws
5.C     Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolution 5.B, to add the
        aggregate nominal amount of the share
        capital of the Company repurchased
        by the Company pursuant to Resolution
        5.B, to the aggregate nominal amount
        of the share capital of the Company
        that may be allotted pursuant to
        Resolution 5.A

- -------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH                                                              Agenda: 700507126
     CUSIP: H0010V101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: CH0012221716
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        Please note that this is Part II of                           Non-       No Action         *
        the meeting notice sent under meeting                        Voting
        #122258, including the agenda. To vote
        in the upcoming meeting, your name
        must be notified to the company
        registrar as beneficial owner before
        the re-registration deadline.
        Therefore, ADP cutoff date for this
        meeting is calculated based on the
        re-registration deadline set by the
        market. However, shareholders that are
        already registered at the company
        books are entitled to submit their
        voting instructions up until 05 MAY
        2004. Please note that those
        instructions that are submitted after
        the ADP cutoff date will be processed
        on a best effort basis.
1.      Receive the reporting on the business                         Mgmt       No Action         *
        year 2003
2.      Approve the annual report, the                                Mgmt       No Action         *
        accounts of the Group and the annual
        accounts 2003
3.      Grant discharge the Board of                                  Mgmt       No Action         *
        Directors and the Management
4.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit
5.      Approve the elections into the Board                          Mgmt       No Action         *
        of Directors
6.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditor

- -------------------------------------------------------------------------------------------------------
ABB LTD, ZUERICH                                                              Agenda: 700427582
     CUSIP: H0010V101                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 11/20/2003          ISIN: CH0012221716
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the ordinary increase in the                          Mgmt       No Action         *
        share capital

- -------------------------------------------------------------------------------------------------------
ADECCO SA, CHESEREX                                                           Agenda: 700541255
     CUSIP: H00392318                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: CH0012138605
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        The practice of share blocking varies                         Non-       No Action         *
        widely in this market.  Please                               Voting
        contact your ADP client service
        representative to obtain blocking
        information for your accounts



1.      Receive the business report 2003,                             Mgmt       No Action         *
        consisting of the annual report, the
        financial statements of Adecco S.A.
        and the consolidated financial
        statements for the business year 2003
2.      Receive the reports of the Statutory                          Mgmt       No Action         *
        Auditors and the Group Auditors
3.      Approve the business report 2003                              Mgmt       No Action         *
4.      Approve the appropriation of retained                         Mgmt       No Action         *
        earnings
5.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors
6.1     Elect the Board of Directors                                  Mgmt       No Action         *
6.2     Elect the Auditors                                            Mgmt       No Action         *
6.2.1   Elect the statutory Auditors and the                          Mgmt       No Action         *
        Group Auditors
6.2.2   Elect the Special Auditor Article 23                          Mgmt       No Action         *
        Paragraph 2 of the Articles of
        Incorporation
7.      Approve the abolishment of 5%-                                Mgmt       No Action         *
        restriction of
        transferability/registration and
        connected provisions in Article 4 of
        the Articles of Incorporation

- -------------------------------------------------------------------------------------------------------
SERONO SA, COINSINS                                                           Agenda: 700510870
     CUSIP: H0274W159                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: CH0010751920
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        THE PRACTICE OF SHARE BLOCKING VARIES                         Non-       No Action         *
        WIDELY IN THIS MARKET. PLEASE                                Voting
        CONTACT YOUR ADP CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING
        INFORMATION FOR YOUR ACCOUNTS.
1.      Approve the annual report, the annual                         Mgmt       No Action         *
        accounts of Serono S.A., the
        consolidated accounts of Serono Group
        and the reports of the Auditor
2.      Approve the appropriation of the                              Mgmt       No Action         *
        balance-sheet profit 2003
3.1     Approve the increase of the                                   Mgmt       No Action         *
        contingent capital: ontingent capital
        for optional and/or convertible
3.2     Approve the increase of the                                   Mgmt       No Action         *
        contingent capital: contingent
        capital for profit-sharing scheme



4.      Approve to create a new authorized                            Mgmt       No Action         *
        capital
5.      Amend the Articles of Association:                            Mgmt       No Action         *
        period for requests to put items on
        the agenda
6.      Grant discharge of the Board of                               Mgmt       No Action         *
        Directors and the Executive
        Management Board
7.1.1   Re-elect the Board of Directors                               Mgmt       No Action         *
7.1.2   Elect a new Member to the Board of                            Mgmt       No Action         *
        Directors
7.2     Elect the Auditor                                             Mgmt       No Action         *
7.3     Elect the Special Auditor                                     Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
CIBA SPEZIALITAETENCHEMIE HOLDING AG, BASEL                                   Agenda: 700450682
     CUSIP: H14405106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/26/2004           ISIN: CH0005819724
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE. PLEASE ADVISE US NOW
        IF YOU INTEND TO VOTE. NOTE THAT THE
        COMPANY REGISTRAR HAS DISCRETION OVER
        GRANTING VOTING RIGHTS. ONCE THE
        AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS.

- -------------------------------------------------------------------------------------------------------
CLARIANT AG, MUTTENZ                                                          Agenda: 700446289
     CUSIP: H14843165                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: CH0012142631
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      To vote in the upcoming meeting, your                        Registr     No Action         *
        name must be notified to the company                          ation
        registrar as beneficial owner before
        the record date. Please advise us now
        if you intend to vote. Note that the
        company registrar has discretion over
        granting voting rights. Once the
        agenda is available, a second
        notification will be issued requesting
        your voting instructions.



- -------------------------------------------------------------------------------------------------------
GEBERIT AG, JONA                                                              Agenda: 700481790
     CUSIP: H2942E108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: CH0008038223
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note that this is Part II of                           Non-       No Action         *
        the meeting notice sent under meeting                        Voting
        #124150, including the agenda. To vote
        in the upcoming meeting, your name
        must be notified to the company
        registrar as beneficial owner before
        the re-registration deadline.
        Therefore, ADP cutoff date for this
        meeting is calculated based on the
        re-registration deadline set by the
        market. However, shareholders that are
        already registered at the company
        books are entitled to submit their
        voting instructions up until 09 APR
        2004. Please note that those
        instructions that are submitted after
        the ADP cutoff date will be processed
        on a best effort basis.
1.      Approve the annual report, the annual                         Mgmt       No Action         *
        financial statements and the
        consolidated financial statements 2003
        as well as acknowledge the reports of
        the Auditors and the Group
2.      Approve to dispose of retained                                Mgmt       No Action         *
3.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors
4.      Elect the Board of Directors                                  Mgmt       No Action         *
5.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditors
6.      Amend the Articles of Incorporation                           Mgmt       No Action         *
        about the authorization of a capital
        increase

- -------------------------------------------------------------------------------------------------------
GIVAUDAN SA, VERNIER                                                          Agenda: 700477715
     CUSIP: H3238Q102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: CH0010645932
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note this is the Part II of                            Non-       No Action         *
        the meeting notice sent under meeting                        Voting
        #118262, including the agenda. Please
        be advised that the meeting date
        scheduled to 16 APR 2004 instead of 08
        APR 2004. To vote in the upcoming
        meeting, your name must be



        notified to the company registrar as
        beneficial owner before the re-
        registration deadline. Please note
        that those instructions that are
        submitted after the ADP cutoff date
        will be processed on a best effort
1.      Approve the annual report, the annual                         Mgmt       No Action         *
        financial statements and the
        consolidated financial statements for
        the year 2003
2.      Discharge the Board of Directors                              Mgmt       No Action         *
3.      Approve the appropriation of the                              Mgmt       No Action         *
        retained earnings
4.      Approve the capital decrease                                  Mgmt       No Action         *
5.      Approve the authorized capital                                Mgmt       No Action         *
6.      Elect the Board of Directors                                  Mgmt       No Action         *
7.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditors

- -------------------------------------------------------------------------------------------------------
HOLCIM LTD (EX.HOLDERBANK FINANCIERE GLARUS                                   Agenda: 700480445
AG), JONA
     CUSIP: H36940130                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: CH0012214059
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE. PLEASE ADVISE US NOW
        IF YOU INTEND TO VOTE. NOTE THAT THE
        COMPANY REGISTRAR HAS DISCRETION OVER
        GRANTING VOTING RIGHTS. ONCE THE
        AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS

- -------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH                                                  Agenda: 700490105
     CUSIP: H3698D419                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: CH0012138530
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        The practice of share blocking varies                         Non-       No Action         *
        widely in this market.  Please                               Voting
        contact your ADP client service
        representative to obtain blocking
        information for your accounts
1.      Approve the annual report, the parent                         Mgmt       No Action         *
        Company s financial statements for



        2003 and the groups consolidated
        financial statements for 2003
2.      Grant discharge the acts of the                               Mgmt       No Action         *
        Members of the Board of Directors and
        the Executive Board
3.1     Approve the appropriation of retained                         Mgmt       No Action         *
        earnings
3.2     Approve the reduction of share                                Mgmt       No Action         *
        capital for the purpose of repayment
        of par value to shareholders; amend
        the Articles of Association
4.1a    Re-elect Mr. Thomas D. Bell to the                            Mgmt       No Action         *
        Board of Directors
4.1b    Re-elect Mr. Aziz R. D. Syriani to                            Mgmt       No Action         *
        the Board of Directors
4.1c    Elect Mr. Peter F. Weibel to the                              Mgmt       No Action         *
        Board of Directors
4.1d    Elect Ms. Noreen Doyle to the Board                           Mgmt       No Action         *
        of Directors
4.1e    Elect Mr. David W. Syz to the Board                           Mgmt       No Action         *
        of Directors
4.2     Elect the parent Company s                                    Mgmt       No Action         *
        Independent Auditors and the group s
        Independent Auditors
4.3     Elect the Special Auditors                                    Mgmt       No Action         *
5.1     Amend the Paragraph 4 and 5 of                                Mgmt       No Action         *
        Article 7 of the Articles of
5.2     Approve to deletion of provisions                             Mgmt       No Action         *
        concerning contributions in kind in
        Articles of Association

- -------------------------------------------------------------------------------------------------------
KUDELSKI SA, CHESEAUX-SUR-LAUSANNE                                            Agenda: 700514599
     CUSIP: H46697142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: CH0012268360
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        THE PRACTICE OF SHARE BLOCKING VARIES                         Non-       No Action         *
        WIDELY IN THIS MARKET.  PLEASE                               Voting
        CONTACT YOUR ADP CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING
        INFORMATION FOR YOUR ACCOUNTS
1.      Approve the business report, annual                           Mgmt       No Action         *
        accounts of the Kudelski S.A and
        consolidated accounts 2003, reports
        of the Auditor and the Group Auditor
2.      Approve the appropriation of the                              Mgmt       No Action         *
        balance sheet profit of Kudelski S.A
3.      Grant discharge the Members of the                            Mgmt       No Action         *
        Board of Directors and the Management
        Board



4.      Elect the Board of Directors                                  Mgmt       No Action         *
5.      Elect the Auditor and the Group                               Mgmt       No Action         *
6.      Approve to change the date in Article                         Mgmt       No Action         *
        7 paragraph 1- authorized capital -
        of the Articles of Association
7.      Miscellaneous                                                 Other      No Action         *

- -------------------------------------------------------------------------------------------------------
LOGITECH INTERNATIONAL SA, APPLES                                             Agenda: 700532016
     CUSIP: H50430208                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: CH0012607195
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        The practice of share blocking varies                         Non-       No Action         *
        widely in this market.  Please                               Voting
        contact your ADP client service
        representative to obtain blocking
        information for your accounts
1.      Approve the business report as per 31                         Mgmt       No Action         *
        MAR 2004
2.      Approve the annual report, the                                Mgmt       No Action         *
        accounts of the Logitech Group and
        the annual accounts of Logitech
        International SA 2004 and the reports
        of the Auditors and the Group
3.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit
4.      Approve to increase the share capital                         Mgmt       No Action         *
5.      Approve the share repurchase program                          Mgmt       No Action         *
6.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors
7.      Approve the elections                                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
LONZA GROUP AG, ZUERICH                                                       Agenda: 700453981
     CUSIP: H50524133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: CH0013841017
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE BE ADVISED THAT THIS IS A                              Non-       No Action         *
        REVISION DUE TO THE REVISED CUTOFF                           Voting
        DATE. IF YOU HAVE ALREADY SENT YOUR
        VOTES, PLEASE DO NOT RE-SEND THIS
        PROXY FORM UNLESS YOU WISH TO AMEND
        YOU VOTING INSTRUCTIONS. THANK YOU
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE



        THE RECORD DATE.  PLEASE ADVISE US
        NOW IF YOU INTEND TO VOTE.  NOTE THAT
        THE COMPANY REGISTRAR HAS DISCRETION
        OVER GRANTING VOTING RIGHTS.  ONCE
        THE AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED
        REQUESTING YOUR VOTING INSTRUCTIONS

- -------------------------------------------------------------------------------------------------------
VALORA HOLDING AG, BERN                                                       Agenda: 700493517
     CUSIP: H53670198                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: CH0002088976
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        The practice of share blocking varies                         Non-       No Action         *
        widely in this market.  Please                               Voting
        contact your ADP client service
        representative to obtain blocking
        information for your accounts
1.      Approve the annual report and the                             Mgmt       No Action         *
        annual accounts 2003 of Valora Holding
        LTD, and the accounts of the
        Valora-Group, acceptance of the
        reports of the Auditors and the Group
2.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors and the
3.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit of Valora Holding LTD
4.      Approve the elections                                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY                                                     Agenda: 700453967
     CUSIP: H57312466                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: CH0012056047
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE. PLEASE ADVISE US NOW
        IF YOU INTEND TO VOTE. NOTE THAT THE
        COMPANY REGISTRAR HAS DISCRETION OVER
        GRANTING VOTING RIGHTS. ONCE THE
        AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS

- -------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL                                                            Agenda: 700449134
     CUSIP: H5820Q150                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/24/2004           ISIN: CH0012005267
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      To vote in the upcoming meeting, your                        Registr     No Action         *
        name must be notified to the company                          ation
        registrar as beneficial owner before
        the record date.  Please advise us
        now if you intend to vote.  Note that
        the company registrar has discretion
        over granting voting rights.  Once
        the agenda is available, a second
        notification will be issued
        requesting your voting instructions

- -------------------------------------------------------------------------------------------------------
PSP SWISS PROPERTY AG, ZUG                                                    Agenda: 700493466
     CUSIP: H64687108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/10/2004           ISIN: CH0010428107
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        THE PRACTICE OF SHARE BLOCKING VARIES                         Non-       No Action         *
        WIDELY IN THIS MARKET. PLEASE                                Voting
        CONTACT YOUR ADP CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING
        INFORMATION FOR YOUR ACCOUNTS.
1.      Approve the annual report and annual                          Mgmt       No Action         *
        accounts 2003 and the report of the
        Auditors
2.      Approve the accounts of the Group                             Mgmt       No Action         *
        2003 and the report of the Group
3.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit
4.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors
5.1     Approve, subject to the shareholders                          Mgmt       No Action         *
        of Reg Real Estate Group approves the
        merger with PSP Swiss property Ltd,
        the split of the shares into 1:4
5.2     Approve, subject to the shareholders                          Mgmt       No Action         *
        of Reg Real Estate Group approves the
        merger with PSP Swiss property Ltd,
        the reduction of the share capital
5.3     Approve, subject to the shareholders                          Mgmt       No Action         *
        of Reg Real Estate Group approves the
        merger with PSP Swiss property Ltd,
        the merger with Reg and ordinary
        increase of the share capital
6.      Approve, subject to the shareholders                          Mgmt       No Action         *
        of Reg Real Estate Group approve the
        merger with PSP Swiss property Ltd
        and the passing of Resolutions 5.1,
        5.2, 5.3, to elect the Board of
7.      Elect the Auditors                                            Mgmt       No Action         *
8.      Elect a Special Auditor                                       Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG, BASEL                                                       Agenda: 700462334
     CUSIP: H69293225                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/6/2004            ISIN: CH0012032113
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN ANNUAL                            Non-       No Action         *
        GENERAL MEETING. THANK YOU                                   Voting
1.      Approve the annual report, the                                Mgmt       No Action         *
        financial statements and the
        consolidated financial statements for
        2003
2.      Ratify the Board of Directors actions                         Mgmt       No Action         *
3.      Approve the appropriation of                                  Mgmt       No Action         *
        available earnings
4.      Elect the Directors                                           Mgmt       No Action         *
5.      Elect the Statutory and the Group                             Mgmt       No Action         *
        Auditors

- -------------------------------------------------------------------------------------------------------
SCHINDLER HOLDING AG, HERGISWIL                                               Agenda: 700454503
     CUSIP: H7258G142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/18/2004           ISIN: CH0013914103
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE.  PLEASE ADVISE US
        NOW IF YOU INTEND TO VOTE.  NOTE THAT
        THE COMPANY REGISTRAR HAS DISCRETION
        OVER GRANTING VOTING RIGHTS.  ONCE
        THE AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED
        REQUESTING YOUR VOTING INSTRUCTIONS

- -------------------------------------------------------------------------------------------------------
SGS SA, GENEVE                                                                Agenda: 700435779
     CUSIP: H7484G106                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/9/2003           ISIN: CH0002497458
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note that the notice for this                          Non-       No Action         *
        meeting was received after the                               Voting
        registration deadline.  If your
        shares were registered prior to the
        deadline of November 12th, your
        voting instructions will be accepted
        for this meeting.  However, voting
        instructions for shares that were not
        registered prior to the registration
        deadline will not be accepted. Thank
1.      Approve the name change                                       Mgmt       No Action         *



2.      Approve the conditional increase of                           Mgmt       No Action         *
        the share capital
3.      Approve the authorized increase of                            Mgmt       No Action         *
        the share capital

- -------------------------------------------------------------------------------------------------------
SGS SA, GENEVE                                                                Agenda: 700451026
     CUSIP: H7484G106                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/23/2004           ISIN: CH0002497458
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE.  PLEASE ADVISE US
        NOW IF YOU INTEND TO VOTE.  NOTE THAT
        THE COMPANY REGISTRAR HAS DISCRETION
        OVER GRANTING VOTING RIGHTS.  ONCE
        THE AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS.

- -------------------------------------------------------------------------------------------------------
SULZER AG, WINTERTHUR                                                         Agenda: 700451141
     CUSIP: H83580128                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: CH0002376454
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE.  PLEASE ADVISE US
        NOW IF YOU INTEND TO VOTE.  NOTE THAT
        THE COMPANY REGISTRAR HAS DISCRETION
        OVER GRANTING VOTING RIGHTS.  ONCE
        THE AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS.

- -------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG                                                Agenda: 700510882
     CUSIP: H83949133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: CH0012255144
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        To vote in the upcoming meeting, your                         Non-       No Action         *
        name must be notified to the company                         Voting
        registrar as beneficial owner before
        the re-registration deadline. Please
        note that those instructions that are
        submitted after the ADP cutoff date,
        will be processed on a best effort
        basis. Thank you.
1.      Approve the business report 2003                              Mgmt       No Action         *



2.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors
3.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit
4.      Elect the Board of Directors                                  Mgmt       No Action         *
5.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditor

- -------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG                                                Agenda: 700510894
     CUSIP: H83949141                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: CH0012255151
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        THE PRACTICE OF SHARE BLOCKING VARIES                         Non-       No Action         *
        WIDELY IN THIS MARKET. PLEASE                                Voting
        CONTACT YOUR ADP CLIENT SERVICE
        REPRESENTATIVE TO OBTAIN BLOCKING
        INFORMATION FOR YOUR ACCOUNTS.
1.      Approve the business report of 2003                           Mgmt       No Action         *
2.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors
3.      Approve the appropriation of the                              Mgmt       No Action         *
        balance sheet profit
4.      Elect the Board of Directors                                  Mgmt       No Action         *
5.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditor

- -------------------------------------------------------------------------------------------------------
SWISSCOM AG, ITTIGEN                                                          Agenda: 700486182
     CUSIP: H8398N104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: CH0008742519
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note that this is the Part II                          Non-       No Action         *
        of the meeting notice sent under                             Voting
        meeting #124168, including the
        agenda. To vote in the upcoming
        meeting, your name must be notified
        to the company registrar as
        beneficial owner before the re-
        registration deadline. Please note
        that those instructions that are
        submitted after the ADP cutoff date
        will be processed on a best effort
1.      Approve the annual reports, the                               Mgmt       No Action         *
        annual accounts and the accounts of
        the Group for the business year 2003,
        the reports of the Auditors and the
        Group Auditor



2.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit and the fixing of
        dividend
3.      Grant discharge the Members of the                            Mgmt       No Action         *
        Board of Directors and the Management
4.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditor

- -------------------------------------------------------------------------------------------------------
SCHWEIZERISCHE RUECKVERSICHERUNGS-                                            Agenda: 700451278
GESELLSCHAFT, ZUERICH
     CUSIP: H84046137                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: CH0012332372
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE.  PLEASE ADVISE US
        NOW IF YOU INTEND TO VOTE.  NOTE THAT
        THE COMPANY REGISTRAR HAS DISCRETION
        OVER GRANTING VOTING RIGHTS.  ONCE
        THE AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS.

- -------------------------------------------------------------------------------------------------------
SYNGENTA AG, BASEL                                                            Agenda: 700474466
     CUSIP: H84140112                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: CH0011037469
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        The practice of share blocking varies                         Non-       No Action         *
        widely in this market.  Please                              Voting
        contact your ADP client service
        representative to obtain blocking
        information for your accounts
1.      Approve the annual report, the annual                         Mgmt       No Action         *
        accounts and the accounts of the Group
        2003
2.      Grant discharge to the members of the                         Mgmt       No Action         *
        Board of Directors and the
3.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit 2003
4.      Approve to reduce the share capital                           Mgmt       No Action         *
        and partial repayment of the par
5.      Amend the By-law                                              Mgmt       No Action         *
6.      Approve the share repurchase program                          Mgmt       No Action         *
7.      Elect the Board of Directors                                  Mgmt       No Action         *
8.      Elect the Auditors and the Group                              Mgmt       No Action         *
        Auditors



- -------------------------------------------------------------------------------------------------------
UBS AG                                                                        Agenda: 700468045
     CUSIP: H8920M855                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: CH0012032030
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      TO VOTE IN THE UPCOMING MEETING, YOUR                        Registr     No Action         *
        NAME MUST BE NOTIFIED TO THE COMPANY                          ation
        REGISTRAR AS BENEFICIAL OWNER BEFORE
        THE RECORD DATE.  PLEASE ADVISE US
        NOW IF YOU INTEND TO VOTE.  NOTE THAT
        THE COMPANY REGISTRAR HAS DISCRETION
        OVER GRANTING VOTING RIGHTS.  ONCE
        THE AGENDA IS AVAILABLE, A SECOND
        NOTIFICATION WILL BE ISSUED REQUESTING
        YOUR VOTING INSTRUCTIONS.

- -------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH                                            Agenda: 700474909
     CUSIP: H9870Y105                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/16/2004           ISIN: CH0011075394
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the annual report, the                                Mgmt       No Action         *
        financial statements and the
        consolidated financial statements for
        2003
2.      Approve the appropriation of the                              Mgmt       No Action         *
        balance profit for 2003
3.      Authorize the Board of Directors to                           Mgmt       No Action         *
        reduce the share capital by CHF
        360,017,387.50 from CHF 1,296,062,595
        to a new total of CHF 936,045,207.50
        Article 5, by reducing the nominal
        value of each registered share by
        CHF 2.50 from CHF 9 to CHF 6.50
4.      Grant the Board of Directors and of                           Mgmt       No Action         *
        the Group Executive Committee to
        release from their liability for
        their activities in the 2003 business
5.1     Re-elect Mr. Messrs Lodewijk Van                              Mgmt       No Action         *
        Wachem as the Board of Director for a
        term of 1 year
5.2     Re-elect Mr. Philippe Pidoux as the                           Mgmt       No Action         *
        Board of Director for a term of 2
5.3     Re-elect Mr. Messrs Armin Mcyer as                            Mgmt       No Action         *
        the Board of Director for a term of 3
5.4     Re-elect Mr. Rolf Watter as the Board                         Mgmt       No Action         *
        of Director for a term of 3 year
5.5     Elect Mr. Thomas Escher as the Board                          Mgmt       No Action         *
        of Director for a term of 2 years



- -------------------------------------------------------------------------------------------------------
ACOM CO LTD                                                                   Agenda: 700533311
     CUSIP: J00105106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3108600002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   40, Final JY 40, Special
        JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital to Reflect Share
        Repurchase -  Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
ADVANTEST CORP                                                                Agenda: 700531204
     CUSIP: J00210104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3122400009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the profit appropriation for                          Mgmt       No Action         *
        no. 62 Term: dividends for the
        current term has been proposed as JPY
        25 per share JPY 40 on a yearly
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation:
        the Company will be allowed to
        purchase its own shares upon a
        resolution of the Board of Directors
        in accordance with Commercial Code
        211-3
3.      Elect Mr. Takashi Tokunou as a                                Mgmt       No Action         *
4.1     Elect Noboru Yamaguchi as the                                 Mgmt       No Action         *
        Statutory Auditor
4.2     Elect Kuniaki Suzuki as the Statutory                         Mgmt       No Action         *
        Auditor
5.      Approve the assignment of free                                Mgmt       No Action         *
        subscription rights: the Company has
        proposed to give free share
        subscription rights to the Directors,
        Executives, Statutory Auditors and
        employees of the Company and its
        subsidiaries as stock option in
        accordance with Commercial Code 280-
        20 and 280-21

- -------------------------------------------------------------------------------------------------------
AIFUL CORP, KYOTO                                                             Agenda: 700537131
     CUSIP: J00557108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3105040004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No. 27 term: dividends for the current
        term as JPY 30 per share JPY 60 on a
        yearly basis
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation
3.1     Elect Mr. Yoshitaka Fukuda as a                               Mgmt       No Action         *
        Director
3.10    Elect Mr. Masami Munetake as a                                Mgmt       No Action         *
3.11    Elect Mr. Yasuo Yanagibashi as a                              Mgmt       No Action         *
        Director
3.12    Elect Mr. Masayuki Satou as a                                 Mgmt       No Action         *
3.13    Elect Mr. Hiroshi Abe as a Director                           Mgmt       No Action         *
3.14    Elect Mr. Kazumitsu Oishi as a                                Mgmt       No Action         *



3.15    Elect Mr. Tsuneo Sakai as a Director                          Mgmt       No Action         *
3.16    Elect Mr. Tetsuo Ninomiya as a                                Mgmt       No Action         *
3.17    Elect Mr. Kazuyoshi Wakamatsu as a                            Mgmt       No Action         *
        Director
3.2     Elect Mr. Taichi Kawakita as a                                Mgmt       No Action         *
3.3     Elect Mr. Katsuhide Horiba as a                               Mgmt       No Action         *
        Director
3.4     Elect Mr. Sadatoshi Kobayashi as a                            Mgmt       No Action         *
        Director
3.5     Elect Mr. Shintarou Hashima as a                              Mgmt       No Action         *
        Director
3.6     Elect Mr. Yasutaka Fukuda as a                                Mgmt       No Action         *
3.7     Elect Mr. Yoshimasa Nishimura as a                            Mgmt       No Action         *
        Director
3.8     Elect Mr. Kouji Imada as a Director                           Mgmt       No Action         *
3.9     Elect Mr. Takashi Koumoto as a                                Mgmt       No Action         *
4.      Elect Mr. Yasuo Hotta as a Statutory                          Mgmt       No Action         *
        Auditor
5.      Grant retirement allowances, to                               Mgmt       No Action         *
        Directors, Mr. Yuuji Kataoka and Mr.
        Takashi Noda and 1 Statutory
        Auditor, Mr. Tadao Mushiake according
        to the Company rule
6.      Approve to give free share                                    Mgmt       No Action         *
        subscription rights to Directors and
        employees of the Company and its
        subsidiaries as Stock Option in
        accordance with Commercial Code 280-
        20 and 280-21

- -------------------------------------------------------------------------------------------------------
AJINOMOTO CO INC                                                              Agenda: 700537155
     CUSIP: J00882126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3119600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive the business report, the                              Non-       No Action         *
        balance sheet, and the profit and                            Voting
        loss statement for the 126th FY  01
        APR 2003 to 31 MAR 2004
1.      Approve the appropriation of the                              Mgmt       No Action         *
        retained earnings for the 126th FY
2.      Amend the Articles of Incorporation                           Mgmt       No Action         *



3.1     Elect a Director                                              Mgmt       No Action         *
3.2     Elect a Director                                              Mgmt       No Action         *
4.1     Elect a Corporate Auditor                                     Mgmt       No Action         *
4.2     Elect a Corporate Auditor                                     Mgmt       No Action         *
4.3     Elect a Corporate Auditor                                     Mgmt       No Action         *
4.4     Elect a Corporate Auditor                                     Mgmt       No Action         *
4.5     Elect a Corporate Auditor                                     Mgmt       No Action         *
5.      Approve the revision of the                                   Mgmt       No Action         *
        remuneration of the Corporate
6.      Approve the retirement allowances to                          Mgmt       No Action         *
        a retired Director and the retiring
        Corporate Auditors

- -------------------------------------------------------------------------------------------------------
ALPS ELECTRIC CO LTD                                                          Agenda: 700539577
     CUSIP: J01176114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3126400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   6, Final JY 6, Special
        JY 0
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *



2.9     Elect Director                                                Mgmt       No Action         *
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
AMADA LTD                                                                     Agenda: 700548057
     CUSIP: J01218106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3122800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   0, Final JY 5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ASAHI BREWERIES LTD                                                           Agenda: 700467067
     CUSIP: J02100113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3116000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   6.5, Final JY 6.5,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *



4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
7       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
ASAHI GLASS CO LTD                                                            Agenda: 700467081
     CUSIP: J02394120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3112000009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   0, Final JY 6.75,
        Special JY 0
2       Amend Articles to: Reduce Maximum                             Mgmt       No Action         *
        Board Size from 30 to 15 - Authorize
        Share Repurchases at Board s
        Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors



- -------------------------------------------------------------------------------------------------------
ASAHI KASEI CORP                                                              Agenda: 700535682
     CUSIP: J0242P128                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: DE0008618950
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   3, Final JY 3, Special
        JY 0
2       Amend Articles to: Clarify Director                           Mgmt       No Action         *
        Authorities - Authorize Share
        Repurchases at Board s Discretion -
        Amend Business Lines
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
ASATSU-DK INC, TOKYO                                                          Agenda: 700468766
     CUSIP: J03014107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3109800007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   9, Final JY 9, Special
        JY 0
2       Approve Reduction in Legal Reserves                           Mgmt       No Action         *



3       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s
        Discretion - Streamline Board
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.12    Elect Director                                                Mgmt       No Action         *
4.13    Elect Director                                                Mgmt       No Action         *
4.14    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
BELLSYSTEM24 INC                                                              Agenda: 700402629
     CUSIP: J0428S102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 8/28/2003           ISIN: JP3835750005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   75, Final JY 5, Special
        JY 90
2       Authorize Share Repurchase Program                            Mgmt       No Action         *



3       Amend Articles to: Introduce System                           Mgmt       No Action         *
        for Selling Supplemental Shares to
        Odd-Lot Holders, Create Registry of
        Lost Share Certificates
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
BENESSE CORP                                                                  Agenda: 700532092
     CUSIP: J0429N102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3835620000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Profit Appropriation Plan                         Mgmt       No Action         *
        for the 50th Period
2.      Partial Revisions of the Articles of                          Mgmt       No Action         *
        Incorporation
3.1     Elect a Director                                              Mgmt       No Action         *
3.2     Elect a Director                                              Mgmt       No Action         *
3.3     Elect a Director                                              Mgmt       No Action         *
3.4     Elect a Director                                              Mgmt       No Action         *
3.5     Elect a Director                                              Mgmt       No Action         *
3.6     Elect a Director                                              Mgmt       No Action         *
4.      Issue of New Stock Reservation Rights                         Mgmt       No Action         *
        as Stock Options

- -------------------------------------------------------------------------------------------------------
BRIDGESTONE CORP                                                              Agenda: 700467790
     CUSIP: J04578126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3830800003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 8, Special JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4       Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
7       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
CANON INC                                                                     Agenda: 700463893
     CUSIP: J05124144                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3242800005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 15, Final JY 35, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *



3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *
3.25    Elect Director                                                Mgmt       No Action         *
3.26    Elect Director                                                Mgmt       No Action         *
3.27    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Appoint Additional External Auditor                           Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
7       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors and
        Statutory Auditors

- -------------------------------------------------------------------------------------------------------
CASIO COMPUTER CO LTD                                                         Agenda: 700548451
     CUSIP: J05250139                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3209000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 15, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *



4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
CENTRAL JAPAN RAILWAY CO, NAGOYA                                              Agenda: 700539832
     CUSIP: J05523105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3566800003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2500, Final JY 2500,
        Special JY 0
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.12    Elect Director                                                Mgmt       No Action         *
2.13    Elect Director                                                Mgmt       No Action         *
2.14    Elect Director                                                Mgmt       No Action         *
2.15    Elect Director                                                Mgmt       No Action         *
2.16    Elect Director                                                Mgmt       No Action         *
2.17    Elect Director                                                Mgmt       No Action         *
2.18    Elect Director                                                Mgmt       No Action         *
2.19    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *



2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *
3       Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
CHUBU ELECTRIC POWER CO INC                                                   Agenda: 700539692
     CUSIP: J06510101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3526600006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
10      Amend Articles to Require Appropriate                          Shr       No Action         *
        Storage of Depleted Uranium
11      Amend Articles to Require Disclosure                           Shr       No Action         *
        of Information Related to Public
12      Amend Articles to Require Shutdown of                          Shr       No Action         *
        Hamaoka Nuclear Power Station Until
        Occurrence of Major Earthquake in the
        Tokai Region
13      Amend Articles to Require Withdrawal                           Shr       No Action         *
        from Nuclear Power Generation
14      Approve Alternate Income Allocation                            Shr       No Action         *
        Proposal, with Allocation of Funds to
        a Reserve Account for Losses
        Associated with Shutdown of Hamaoka
        Nuclear Power Station
15      Amend Articles to Require Cessation                            Shr       No Action         *
        of Construction of Hydro-Electric
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 30, Final JY 30, Special
        JY 0
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors
6       Shareholder Proposals                                         Mgmt       No Action         *
7       Amend Articles of Incorporation to                             Shr       No Action         *
        Prohibit Directors from Holding Posts
        as Employees of the Company
8       Amend Articles to Require Disclosure                           Shr       No Action         *
        of Individual Compensation Levels of
        Directors and Statutory Auditors
9       Amend Articles to Prohibit Use of                              Shr       No Action         *
        Plutonium and Cancel Plans to Generate
        Power Using Plutonium Thermal Process

- -------------------------------------------------------------------------------------------------------
CHUGAI PHARMACEUTICAL CO LTD                                                  Agenda: 700462310
     CUSIP: J06930101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: JP3519400000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 13, Special
        JY 0
2.1     Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion

- -------------------------------------------------------------------------------------------------------
CITIZEN WATCH CO LTD                                                          Agenda: 700543538
     CUSIP: J07938111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3352400000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 10, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
CITIZEN WATCH CO LTD                                                          Agenda: 700556624
     CUSIP: J07938111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3352400000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING # 148182 DUE TO CHANGE IN                         Voting
        THE MEETING DATE AND AGENDA. ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL
        BE DISREGARDED AND YOU WILL NEED TO
        REINSTRUCT ON THIS MEETING NOTICE.
        THANK YOU.
1.      Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY   8, Final JY 10, Special
        JY 0
2.      Amend the Articles of Incorporation                           Mgmt       No Action         *
3.      Approve Issue of the Reservation                              Mgmt       No Action         *
        Right for New Shares as Stock Option
4.1     Elect a Director                                              Mgmt       No Action         *
4.10    Elect a Director                                              Mgmt       No Action         *
4.11    Elect a Director                                              Mgmt       No Action         *
4.12    Elect a Director                                              Mgmt       No Action         *
4.13    Elect a Director                                              Mgmt       No Action         *
4.2     Elect a Director                                              Mgmt       No Action         *
4.3     Elect a Director                                              Mgmt       No Action         *
4.4     Elect a Director                                              Mgmt       No Action         *
4.5     Elect a Director                                              Mgmt       No Action         *
4.6     Elect a Director                                              Mgmt       No Action         *
4.7     Elect a Director                                              Mgmt       No Action         *
4.8     Elect a Director                                              Mgmt       No Action         *
4.9     Elect a Director                                              Mgmt       No Action         *
5.1     Appoint Statutory Auditor                                     Mgmt       No Action         *
5.2     Appoint Statutory Auditor                                     Mgmt       No Action         *
5.3     Appoint Statutory Auditor                                     Mgmt       No Action         *
6.      Elect Provisional Statutory Auditor                           Mgmt       No Action         *



7.      Approve retirement allowances to the                          Mgmt       No Action         *
        retiring Director(s)

- -------------------------------------------------------------------------------------------------------
CSK CORP                                                                      Agenda: 700539200
     CUSIP: J08442105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3346400009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of retained                         Mgmt       No Action         *
        earnings
2.      Amend the Articles of Incorporation                           Mgmt       No Action         *
3.1     Elect a Director                                              Mgmt       No Action         *
3.2     Elect a Director                                              Mgmt       No Action         *
3.3     Elect a Director                                              Mgmt       No Action         *
3.4     Elect a Director                                              Mgmt       No Action         *
3.5     Elect a Director                                              Mgmt       No Action         *
3.6     Elect a Director                                              Mgmt       No Action         *
3.7     Elect a Director                                              Mgmt       No Action         *
3.8     Elect a Director                                              Mgmt       No Action         *
4.1     Elect the Corporate Auditor                                   Mgmt       No Action         *
4.2     Elect the Corporate Auditor                                   Mgmt       No Action         *
5.      Approve the Issuant of Shinkabu                               Mgmt       No Action         *
        Youaku-ken right to acquire new
        issue as stock options
6.      Approve the retirement allowance to                           Mgmt       No Action         *
        the Director

- -------------------------------------------------------------------------------------------------------
DAICEL CHEMICAL INDUSTRIES LTD                                                Agenda: 700561473
     CUSIP: J08484149                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3485800001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0



2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
DAIICHI PHARMACEUTICAL CO LTD (FORMERLY                                       Agenda: 700534476
DAIICHI SEIYAKU CO LTD)
     CUSIP: J09786112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3476600006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 15, Final JY 15, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors



- -------------------------------------------------------------------------------------------------------
DAIKIN INDUSTRIES LTD                                                         Agenda: 700537509
     CUSIP: J10038115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3481800005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 6, Final JY 8, Special JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion - Streamline Board
        Structure
3       Authorize Share Repurchase Program                            Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
DAIMARU INC, TOYKO                                                            Agenda: 700516252
     CUSIP: J10248102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: JP3499000002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 4, Special JY 1



2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
DAINIPPON INK & CHEMICALS INC                                                 Agenda: 700547738
     CUSIP: J10500114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3493400000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 4, Special JY 0
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.12    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *



2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
DAI NIPPON PRINTING CO LTD                                                    Agenda: 700554769
     CUSIP: J10584100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3493800001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 9.5, Final JY 11.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
DAITO TRUST CONSTRUCTION CO LTD                                               Agenda: 700535567
     CUSIP: J11151107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3486800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.kentaku.co.jp/e/iri/ig.htm
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 30, Final JY 33, Special
        JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Amend Articles to:                         Mgmt       No Action         *
        Decrease Authorized Capital to
        Reflect Share Repurchase - Authorize
        Share Repurchases at Board s
        Discretion - Limit Directors and
        Internal Auditors Legal Liability



4       Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
7       Approve Executive Stock Option Plan                           Mgmt       No Action         *
8       Approve Amendment to Stock Option                             Mgmt       No Action         *
        Plan Approved at 2001 AGM

- -------------------------------------------------------------------------------------------------------
DAIWA HOUSE INDUSTRY CO LTD                                                   Agenda: 700559276
     CUSIP: J11508124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3505000004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 15, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *



3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
DAIWA SECURITIES GROUP INC, TOKYO                                             Agenda: 700534616
     CUSIP: J11718111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3502200003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 10, Special
        JY 0
2       Amend Articles to: Adopt U.S.-Style                           Mgmt       No Action         *
        Board Structure - Reduce Maximum Board
        Size - Authorize Share Repurchases at
        Board s Discretion

3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *



3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors, and
        Special Payments to Continuing
        Directors in Connection with Abolition
        of Retirement Bonus
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
DENSO CORP                                                                    Agenda: 700542295
     CUSIP: J12075107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3551500006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 11, Final JY 13, Special
        JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Reduce Board Size - Reduce
        Directors Term in Office - Authorize
        Share Repurchases at Board s
        Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.12    Elect Director                                                Mgmt       No Action         *
4.13    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *



6       Amend Stock Option Plans Approved at                          Mgmt       No Action         *
        Last Four AGMs
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
DENTSU INC, TOKYO                                                             Agenda: 700537977
     CUSIP: J1207N108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3551520004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 500, Final JY 500, Special
        JY 0
2       Amend Articles to: Amend Business                             Mgmt       No Action         *
        Lines - Authorize Appointment of
        Alternate Statutory Auditors - Reduce
        Directors Term in Office - Authorize
        Share Repurchases at Board s
        Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Appoint External Auditors                                     Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
DOWA MINING CO LTD                                                            Agenda: 700537268
     CUSIP: J12432126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3638600001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.101 term: dividends for the
        current term as JPY 7 per share
2.      Approve to reduce, the Company s                              Mgmt       No Action         *
        capital reserve by JPY 17,267,075,058
        from the present JPY 26,377,075,058;
        the Company s earned surplus reserve
        to JPY 0 form the present JPY
        4,068,885,000
3.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation
4.1     Elect Mr. Hirokazu Yoshikawa as a                             Mgmt       No Action         *
        Director
4.2     Elect Mr. Takeshi Saitou as a                                 Mgmt       No Action         *
4.3     Elect Mr. Seiichi Hisano as a                                 Mgmt       No Action         *
4.4     Elect Mr. Kenichi Watanabe as a                               Mgmt       No Action         *
        Director
4.5     Elect Mr. Kazumasa Suezawa as a                               Mgmt       No Action         *
        Director
4.6     Elect Mr. Junichi Nagao as a Director                         Mgmt       No Action         *
4.7     Elect Mr. Masaki Kouno as a Director                          Mgmt       No Action         *
5.1     Elect Mr. Hideto Araki as a Statutory                         Mgmt       No Action         *
        Auditor
5.2     Elect Mr. Kiichirou Harada as a                               Mgmt       No Action         *
        Statutory Auditor
5.3     Elect Mr. Shinji Kubo as a Statutory                          Mgmt       No Action         *
        Auditor
5.4     Elect Mr. Satoshi Yamaji as a                                 Mgmt       No Action         *
        Statutory Auditor
6.      Elect Mr. Hitoshi Takeda as an                                Mgmt       No Action         *
        alternate Statutory Auditor



7.      Grant retirement allowances to                                Mgmt       No Action         *
        Director, Mr. Kouichirou Kanaya and 2
        statutory auditors, Mr. Eisuke Kano
        and Mr. Yousuke Itou, according to
        the Company Rule

- -------------------------------------------------------------------------------------------------------
EAST JAPAN RAILWAY CO                                                         Agenda: 700528358
     CUSIP: J1257M109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3783600004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.jreast.co.jp/e/investor/fi
        nance/index.html#highlights
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3000, Final JY 3000,
        Special JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.12    Elect Director                                                Mgmt       No Action         *
4.13    Elect Director                                                Mgmt       No Action         *
4.14    Elect Director                                                Mgmt       No Action         *
4.15    Elect Director                                                Mgmt       No Action         *
4.16    Elect Director                                                Mgmt       No Action         *
4.17    Elect Director                                                Mgmt       No Action         *
4.18    Elect Director                                                Mgmt       No Action         *
4.19    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.20    Elect Director                                                Mgmt       No Action         *
4.21    Elect Director                                                Mgmt       No Action         *
4.22    Elect Director                                                Mgmt       No Action         *



4.23    Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Special Payments to
        Directors and Statutory Auditors in
        Connection with Abolition of
        Retirement Bonus System
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors

- -------------------------------------------------------------------------------------------------------
EBARA CORP                                                                    Agenda: 700537511
     CUSIP: J12600128                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3166000004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 7.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *



3.18    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
EISAI CO LTD                                                                  Agenda: 700533323
     CUSIP: J12852117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3160400002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.eisai.co.jp/eir/eir2004Q4.
        html
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 18, Final JY 18, Special
        JY 0
2       Amend Articles to: Adopt U.S.-Style                           Mgmt       No Action         *
        Board Structure - Authorize Share
        Repurchases at Board s Discretion -
        Limit Directors Legal Liability
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *



3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
DENKI KAGAKU KOGYO K.K.                                                       Agenda: 700539541
     CUSIP: J12936134                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3549600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *



3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
FAMILYMART CO LTD                                                             Agenda: 700516288
     CUSIP: J13398102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: JP3802600001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 19, Final JY 19, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
FANUC LTD                                                                     Agenda: 700548350
     CUSIP: J13440102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3802400006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 11, Final JY 12, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceilings for Directors
        and Statutory Auditors
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
FAST RETAILING CO LTD                                                         Agenda: 700431529
     CUSIP: J1346E100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/26/2003          ISIN: JP3802300008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 20, Final JY 35, Special
        JY 0
2       Amend Articles to: Increase Number of                         Mgmt       No Action         *
        Internal Auditors - Reduce Directors
        Term in Office - Extend Internal
        Auditors Term in Office - Lower Quorum
        Requirement for Special Business -
        Allow Share Repurchases at Discretion
        of Board
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor



6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors

- -------------------------------------------------------------------------------------------------------
FUJIKURA LTD                                                                  Agenda: 700538210
     CUSIP: J14784128                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3811000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approval of the appropriation of                              Mgmt       No Action         *
        retained earnings from the 156th
        business year as dividend of JPY 3 per
        share
2.      Approve the partial transfer of the                           Mgmt       No Action         *
        following operations to VISCAS
        Corporation: 1) all installation,
        design, manufacture, research and
        development work related to the
        overhead transmission business
        excluding domestic installation; 2)
        all installation, manufacture,
        research and development work related
        to underground transmission business;
        3) installation, design, manufacture,
        research and development related to
        power distribution cables and power
        lines business
3.      Approve the partial amendment of the                          Mgmt       No Action         *
        Article of Incorporation by: 1)
        establishing new Article 6 acquisition
        of own shares to enable flexible
        capital policies based on the fact
        that the Company is allowed to acquire
        its own shares with a Board of
        Directors resolution set forth in the
        Article of Incorporation, under the
        law partially amending the Commercial
        Code and the Law for Special
        Exceptions to the Commercial Code
        Concerning Audits, etc., of
        Corporations Law #132, 2003, which
        took effect on 25 SEP 2003; 2) adding
        newly established Article 8 adding to
        holdings smaller rhan the minimum
        trading lot, current Article 7
        transfer agent, Article 8 stock
        transactions and Article 9 shareholder
        notification modified as necessary to
        introduce a system that enables adding
        shares to holdings smaller than the
        minimum trading lot, for the sake of
        shareholder convenience; 3)
        renumbering the



        current Article 6 to Article 7 and
        increases by two the Article number of
        each subsequent Article beginning with
        the current Article 7, as a result of
        the additions described in point 2;
        and 4) deleting the current Article 30
        conversion of convertible bonds and
        dividends because Fujikura s 6th
        uncollateralized
4.      Elect 1 Statutory Auditor                                     Mgmt       No Action         *
5.      Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
FUJI PHOTO FILM CO LTD                                                        Agenda: 700535670
     CUSIP: J15036122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3814000000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://home.fujifilm.com/info/ir/inde
        x.html
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 12.5, Final JY 12.5,
        Special JY 0
2       Amend Articles to: Increase Board                             Mgmt       No Action         *
        Size and Number of Internal Auditors -
        Authorize Share Repurchases at Board s
        Discretion - Limit Directors and
        Internal Auditors Legal
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *



3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors

- -------------------------------------------------------------------------------------------------------
FUJISAWA PHARMACEUTICAL CO LTD                                                Agenda: 700532143
     CUSIP: J15162118                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3813600008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.fujisawa.co.jp/english/ir/
        index5.html
1.      Approve the appropriation of retained                         Mgmt       No Action         *
        earnings for the 100th FY
2.      Amend partially the Articles of                               Mgmt       No Action         *
        Incorporation
3.      Approve the merger agreement between                          Mgmt       No Action         *
        the Company and the Yamanouchi
        Pharmaceutical Company Ltd
4.1     Elect a Corporate Auditor                                     Mgmt       No Action         *
4.2     Elect a Corporate Auditor                                     Mgmt       No Action         *
4.3     Elect a Corporate Auditor                                     Mgmt       No Action         *
5.      Approve the payment of retirement                             Mgmt       No Action         *
        grants to retiring Members of the
        Board and the Corporate Auditors

- -------------------------------------------------------------------------------------------------------
FUJI TELEVISION NETWORK INC, TOKYO                                            Agenda: 700548134
     CUSIP: J15477102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3819400007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 600, Final JY 600, Special
        JY 800
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Lower Quorum Requirement for Special
        Business
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
FUJITSU LTD, TOKYO                                                            Agenda: 700534488
     CUSIP: J15708142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: BE0078821577
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 3, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Limit Directors and Internal Auditors
        Legal Liability
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
FURUKAWA ELECTRIC CO LTD                                                      Agenda: 700535719
     CUSIP: J16464117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3827200001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Handling of Net Loss, with No                         Mgmt       No Action         *
        Dividends
2       Approve Sale of Company s Power                               Mgmt       No Action         *
        Transmission and Distribution Related



        Business to Joint Venture with
        Fujikura Ltd.
3       Amend Articles to: Increase                                   Mgmt       No Action         *
        Authorized Capital and Authorize
        Issuance of Preferred Shares and
        Subordinated Shares
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
HANKYU DEPARTMENT STORES INC                                                  Agenda: 700550141
     CUSIP: J18438119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3774600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.75, Final JY 3.75,
        Special JY 2
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors



- -------------------------------------------------------------------------------------------------------
HIROSE ELECTRIC CO LTD                                                        Agenda: 700554985
     CUSIP: J19782101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3799000009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 9, Final JY 11, Special
        JY 3
2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors - Authorize Share Repurchases
        at Board s Discretion
3       Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
HITACHI CHEMICAL CO LTD                                                       Agenda: 700537371
     CUSIP: J20160107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3785000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation:
        the Company will be allowed to
        purchase its own shares upon a
        resolution of the Board of Directors
        in accordance with Commercial Code
        211-3
2.1     Elect Mr. Isao Uchigasaki as a                                Mgmt       No Action         *
2.2     Elect Mr. Yasuji Nagase as a Director                         Mgmt       No Action         *
2.3     Elect Mr. Keiichi Takeda as a                                 Mgmt       No Action         *
2.4     Elect Mr. Gou Satou as a Director                             Mgmt       No Action         *
2.5     Elect Mr. Tsutomu Kanai as a Director                         Mgmt       No Action         *
2.6     Elect Mr. Michiharu Nakamura as a                             Mgmt       No Action         *
        Director
2.7     Elect Mr. Masayoshi Hanabusa as a                             Mgmt       No Action         *
        Director



2.8     Elect Mr. Takashi Urano as a Director                         Mgmt       No Action         *
3.      Approve the assignment of free                                Mgmt       No Action         *
        subscription rights: the Company has
        proposed to give free share
        subscription rights to its Directors
        and the Executives as stock option in
        accordance with Commercial Code 280-
        20 and 280-21

- -------------------------------------------------------------------------------------------------------
HITACHI LTD                                                                   Agenda: 700530911
     CUSIP: J20454112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3788600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend the Articles of Incorporation                           Mgmt       No Action         *
2.1     Elect Mr. Tsutomu Kanai as a Director                         Mgmt       No Action         *
2.10    Elect Mr. Isao Uchigasaki as a                                Mgmt       No Action         *
2.11    Elect Mr. Takashi Kawamura as a                               Mgmt       No Action         *
        Director
2.12    Elect Mr. Yoshiro Kuwata as a                                 Mgmt       No Action         *
2.13    Elect Mr. Hiroshi Kuwahara as a                               Mgmt       No Action         *
        Director
2.14    Elect Mr. Masayoshi Hanabusa as a                             Mgmt       No Action         *
        Director
2.2     Elect Mr. Etsuhiko Shoyama as a                               Mgmt       No Action         *
        Director
2.3     Elect Mr. Yoshiki Yagi as a Director                          Mgmt       No Action         *
2.4     Elect Mr. Kotaro Muneoka as a                                 Mgmt       No Action         *
2.5     Elect Mr. Takashi Miyoshi as a                                Mgmt       No Action         *
2.6     Elect Mr. Ginko Sato as a Director                            Mgmt       No Action         *
2.7     Elect Mr. Hiromichi Seya as a                                 Mgmt       No Action         *
2.8     Elect Mr. Akira Chihaya as a Director                         Mgmt       No Action         *
2.9     Elect Mr. Toshiro Nishimura as a                              Mgmt       No Action         *
        Director
3.      Approve the issuance of stock                                 Mgmt       No Action         *
        acquisition rights for the purpose of
        granting stock options



- -------------------------------------------------------------------------------------------------------
HONDA MOTOR CO LTD                                                            Agenda: 700528447
     CUSIP: J22302111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3854600008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 19, Final JY 23, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *
3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *
3.25    Elect Director                                                Mgmt       No Action         *



3.26    Elect Director                                                Mgmt       No Action         *
3.27    Elect Director                                                Mgmt       No Action         *
3.28    Elect Director                                                Mgmt       No Action         *
3.29    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.30    Elect Director                                                Mgmt       No Action         *
3.31    Elect Director                                                Mgmt       No Action         *
3.32    Elect Director                                                Mgmt       No Action         *
3.33    Elect Director                                                Mgmt       No Action         *
3.34    Elect Director                                                Mgmt       No Action         *
3.35    Elect Director                                                Mgmt       No Action         *
3.36    Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors
6       Approve Payment of Annual Bonuses to                          Mgmt       No Action         *
        Directors and Statutory Auditors
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor



- -------------------------------------------------------------------------------------------------------
HOYA CORP                                                                     Agenda: 700527255
     CUSIP: J22848105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: JP3837800006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
2.1     Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ISETAN CO LTD                                                                 Agenda: 700549326
     CUSIP: J24392102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3140000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0
2.1     Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4       Approve Executive Stock Option Plan                           Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
ISHIHARA SANGYO KAISHA LTD                                                    Agenda: 700547702
     CUSIP: J24607129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3136800004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 3, Special JY 0
2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors - Authorize Share Repurchases
        at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.1     Appoint Alternate Statutory Auditor                           Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO LTD                                   Agenda: 700533335
     CUSIP: J24822108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3134800006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.ihi.co.jp/ihi/ir/ir-e.html
1       Approve Handling of Net Loss, with No                         Mgmt       No Action         *
        Dividends
2       Approve Reduction in Retained Profit                          Mgmt       No Action         *
        Reserves
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *



4.2     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
ITOCHU CORP                                                                   Agenda: 700559973
     CUSIP: J2501P104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3143600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Handling of Net Loss, with No                         Mgmt       No Action         *
        Dividends
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
ITO-YOKADO CO LTD                                                             Agenda: 700517230
     CUSIP: J25209115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: JP3142800006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 16, Final JY 18, Special
        JY 0
2       Amend Articles to: Change Location of                         Mgmt       No Action         *
        Head Office - Authorize Share
        Repurchases at Board s Discretion -
        Limit Directors and Internal Auditors
        Legal Liability
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *



3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
JAPAN AIRLINES SYSTEM CORP, TOKYO                                             Agenda: 700540203
     CUSIP: J26006106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3705400004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income, with No                         Mgmt       No Action         *
        Dividends
2       Amend Articles to: Change Company                             Mgmt       No Action         *
        Name to Japan Airlines Corp. - Create
        Position of Group CEO - Authorize
        Share Repurchases at Board
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *



3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
JGC CORP (FORMERLY JAPAN GASOLINE CORP)                                       Agenda: 700550874
     CUSIP: J26945105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3667600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 8, Special JY 0
2       Amend Articles to: Reduce Board Size                          Mgmt       No Action         *
        - Authorize Share Repurchases at
        Board s Discretion - Create Board of
        Executive Officers
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *



4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
6       Approve Payments to Continuing                                Mgmt       No Action         *
        Directors and Statutory Auditors in
        Connection with Abolition of
        Retirement Bonus System

- -------------------------------------------------------------------------------------------------------
JAPAN TOBACCO INC                                                             Agenda: 700533296
     CUSIP: J27869106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3726800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5000, Final JY 5000,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
JFE HOLDINGS INC, TOKYO                                                       Agenda: 700539337
     CUSIP: J2817M100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3386030005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 30, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion

- -------------------------------------------------------------------------------------------------------
JSR CORP, TOKYO                                                               Agenda: 700533260
     CUSIP: J2856K106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: JP3385980002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 5, Special JY 0
2       Amend Articles to: Reduce Share                               Mgmt       No Action         *
        Trading Unit from 1000 to 100 - Reduce
        Directors Term in Office - Authorize
        Share Repurchases at Board s
        Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *



4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KAJIMA CORP                                                                   Agenda: 700552309
     CUSIP: J29223120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3210200006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 2.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *
3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *



3.25    Elect Director                                                Mgmt       No Action         *
3.26    Elect Director                                                Mgmt       No Action         *
3.27    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KAKEN PHARMACEUTICAL CO LTD                                                   Agenda: 700561067
     CUSIP: J29266103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3207000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4.5, Final JY 5.5, Special
        JY 0
2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors - Authorize Share Repurchases
        at Board s Discretion

- -------------------------------------------------------------------------------------------------------
KANEKA CORP (FORMERLY KANEGAFUCHI CHEMICAL                                    Agenda: 700537989
INDUSTRY CO LTD)
     CUSIP: J2975N106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3215800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0



2       Amend Articles to: Change Japanese                            Mgmt       No Action         *
        Company Name - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
KANSAI ELECTRIC POWER CO INC                                                  Agenda: 700545328
     CUSIP: J30169106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3228600007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 25, Final JY 25, Special
        JY 0
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonus for Director                         Mgmt       No Action         *
        and Special Bonus for Family of
        Deceased Statutory Auditor
6       Shareholder Proposals                                         Mgmt       No Action         *
7       Amend Articles to Restrict Board Size                          Shr       No Action         *
        to 15 Directors
8       Amend Articles to Require Appointment                          Shr       No Action         *
        of an Environmental Group
        Representative as a Statutory Auditor



9       Amend Articles to Declare Company s                            Shr       No Action         *
        Commitment to Fight Global Warming
10      Amend Articles to Declare Company s                            Shr       No Action         *
        Commitment to Switching from Nuclear
        Power to Natural Energy
11      Amend Articles to Require Additional                           Shr       No Action         *
        Disclosure of Company s Corporate
        Ethics Policies
12      Amend Articles to Require Company to                           Shr       No Action         *
        Prioritize Retention of Skilled
        Employees
13      Amend Articles to Require Company to                           Shr       No Action         *
        Refrain from Cutting Maintenance and
        Improvement Expenditures Due to
        Economic Downturns
14      Approve Alternate Income Allocation,                           Shr       No Action         *
        with Final Dividend of JY 35 per Share
        and Allocation of Funds to Reserve for
        Withdrawal from Nuclear Fuel
        Reprocessing
15      Remove Company Chairman from Board                             Shr       No Action         *
16      Amend Articles to Restrict Board Size                          Shr       No Action         *
        to 15 Directors and Require One
        Director to Have Responsibility for
        Workers Injured by Nuclear Radiation -
        Cut Directors Term to One Year
17      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Compensation
        Committee Consisting Entirely of
        Outside Directors - Require Disclosure
        of Individual Director Compensation -
        Abolish Payment of Retirement Bonuses
18      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Committee to Promote
        Abandonment of Nuclear Power
        Generation
19      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Committee on Monetary
        Donations
20      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Committee for
        Consultation with Local Residents on
        Abandonment of Major Projects
21      Amend Articles to Require Complete                             Shr       No Action         *
        Abandonment of Nuclear Fuel
        Reprocessing
22      Amend Articles to Prohibit Creation,                           Shr       No Action         *
        Use or Storage of Plutonium Fuels



- -------------------------------------------------------------------------------------------------------
KAO CORP                                                                      Agenda: 700532193
     CUSIP: J30642169                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3205800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of retained                         Mgmt       No Action         *
        earnings
2.      Approve the purchase of the Company s                         Mgmt       No Action         *
        shares
3.      Approve the partial amendments to the                         Mgmt       No Action         *
        Articles of Incorporation
4.1     Elect a Director                                              Mgmt       No Action         *
4.10    Elect a Director                                              Mgmt       No Action         *
4.11    Elect a Director                                              Mgmt       No Action         *
4.12    Elect a Director                                              Mgmt       No Action         *
4.13    Elect a Director                                              Mgmt       No Action         *
</Table>


<Table>
                                                                
4.14    Elect a Director                                              Mgmt       No Action         *
4.15    Elect a Director                                              Mgmt       No Action         *
4.2     Elect a Director                                              Mgmt       No Action         *
4.3     Elect a Director                                              Mgmt       No Action         *
4.4     Elect a Director                                              Mgmt       No Action         *
4.5     Elect a Director                                              Mgmt       No Action         *
4.6     Elect a Director                                              Mgmt       No Action         *
4.7     Elect a Director                                              Mgmt       No Action         *
4.8     Elect a Director                                              Mgmt       No Action         *
4.9     Elect a Director                                              Mgmt       No Action         *
5.      Elect one Corporate Auditor                                   Mgmt       No Action         *
6.      Approve to issue stock acquisition                            Mgmt       No Action         *
        rights as stock options
7.      Approve to pay retirement allowances                          Mgmt       No Action         *
        to retiring Directors



- -------------------------------------------------------------------------------------------------------
ONWARD KASHIYAMA CO LTD                                                       Agenda: 700519121
     CUSIP: J30728109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: JP3203500008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 16.5, Special
        JY 3.5
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors

- -------------------------------------------------------------------------------------------------------
KAWASAKI HEAVY INDUSTRIES LTD                                                 Agenda: 700535543
     CUSIP: J31502107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3224200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.khi.co.jp/annual/index.htm
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 2, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KAWASAKI KISEN KAISHA LTD                                                     Agenda: 700534173
     CUSIP: J31588114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3223800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0



2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors

- -------------------------------------------------------------------------------------------------------
KEIHIN ELECTRIC EXPRESS RAILWAY CO LTD                                        Agenda: 700547663
     CUSIP: J32104119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3280200001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 2.5, Special
        JY 0
2       Approve Reducion in Capital Reserves                          Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Special Bonus for Family of                           Mgmt       No Action         *
        Deceased Statutory Auditor and



        Approve Retirement Bonus for Statutory
        Auditor

- -------------------------------------------------------------------------------------------------------
KEIO ELECTRIC RAILWAY CO LTD, TOKYO                                           Agenda: 700537648
     CUSIP: J32190126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3277800003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
7       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KEYENCE CORP                                                                  Agenda: 700534387
     CUSIP: J32491102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/17/2004           ISIN: JP3236200006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 10, Final JY 10, Special
        JY 0



2       Amend Articles to: Change Accounting                          Mgmt       No Action         *
        Period for Fiscal Year Beginning
        March   21, 2004 for Tax Purposes
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Alternate Statutory Auditor                           Mgmt       No Action         *
5       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KIKKOMAN CORP                                                                 Agenda: 700535721
     CUSIP: J32620106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3240400006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.kikkoman.co.jp/finance/eib
        un/eng0403.pdf
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 8, Special JY 2
2       Amend Articles to: Clarify Director                           Mgmt       No Action         *
        Authorities - Create Position of
        Vice-Chairman - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
KINTETSU CORP, OSAKA                                                          Agenda: 700549631
     CUSIP: J33136128                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3260800002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 2.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
KOBE STEEL LTD                                                                Agenda: 700537307
     CUSIP: J34555144                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3289800009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JPY 0, Final JPY 1.5, and
        Special JPY 0
2.      Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect a Director                                              Mgmt       No Action         *
3.10    Elect a Director                                              Mgmt       No Action         *
3.2     Elect a Director                                              Mgmt       No Action         *
3.3     Elect a Director                                              Mgmt       No Action         *
3.4     Elect a Director                                              Mgmt       No Action         *
3.5     Elect a Director                                              Mgmt       No Action         *
3.6     Elect a Director                                              Mgmt       No Action         *
3.7     Elect a Director                                              Mgmt       No Action         *
3.8     Elect a Director                                              Mgmt       No Action         *
3.9     Elect a Director                                              Mgmt       No Action         *
4.1     Appoint an Internal Statutory Auditor                         Mgmt       No Action         *
4.2     Appoint an Internal Statutory Auditor                         Mgmt       No Action         *
4.3     Appoint an Internal Statutory Auditor                         Mgmt       No Action         *
4.4     Appoint an Internal Statutory Auditor                         Mgmt       No Action         *
5.      Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
6.      Approve Special Payments to Directors                         Mgmt       No Action         *
        and Statutory Auditors in Connection
        with Abolition of Retirement Bonus
        System



7.      Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceilings for Directors
        and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
KOKUYO CO LTD                                                                 Agenda: 700558642
     CUSIP: J35544105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3297000006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7.5, Final JY 7.5, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Reduce Directors Term in
        Office - Authorize Share Repurchases
        at Board s Discretion
3       Approve Transfer of Company s                                 Mgmt       No Action         *
        Stationery and Technology Business
        Operations to Wholly-Owned
        Subsidiary Kokuyo S&T
4       Approve Transfer of Company s                                 Mgmt       No Action         *
        International Operations to Wholly-
        Owned Subsidiary Kokuyo International
5       Approve Transfer of Company s                                 Mgmt       No Action         *
        Furniture Operations to Wholly-Owned
        Subsidiary Kokuyo Furniture
6       Approve Transfer of Company s Retail                          Mgmt       No Action         *
        Store Operations to Wholly-Owned
        Subsidiary Kokuyo Store Creation
7       Approve Transfer of Company s Office                          Mgmt       No Action         *
        Service Operations to Wholly-Owned
        Subsidiary Kokuyo Business Services
8.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
8.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
8.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
8.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
9       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors

- -------------------------------------------------------------------------------------------------------
KOMATSU LTD                                                                   Agenda: 700532131
     CUSIP: J35759125                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3304200003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      approve the appropriation of the                              Mgmt       No Action         *
        retained earnings for the 135th
        business term 01 APR 2003 to 31 MAR
        2004
2.      Amend the Articles of Incorporation                           Mgmt       No Action         *
3.1     Appoint the Director                                          Mgmt       No Action         *
3.10    Appoint the Director                                          Mgmt       No Action         *
3.2     Appoint the Director                                          Mgmt       No Action         *
3.3     Appoint the Director                                          Mgmt       No Action         *
3.4     Appoint the Director                                          Mgmt       No Action         *
3.5     Appoint the Director                                          Mgmt       No Action         *
3.6     Appoint the Director                                          Mgmt       No Action         *
3.7     Appoint the Director                                          Mgmt       No Action         *
3.8     Appoint the Director                                          Mgmt       No Action         *
3.9     Appoint the Director                                          Mgmt       No Action         *
4.      Appoint the Statutory Auditor                                 Mgmt       No Action         *
5.      Approve the gratis issue of share                             Mgmt       No Action         *
        acquisition rights under Employee
        Stock Option Plan
6.      Amend the amounts of remuneration for                         Mgmt       No Action         *
        the Directors and the Statutory
        Auditors
7.      Approve the payment of the retirement                         Mgmt       No Action         *
        benefit to a retiring Statutory
        Auditor in recognition of his
        services to the Company

- -------------------------------------------------------------------------------------------------------
KOMORI CORP                                                                   Agenda: 700557537
     CUSIP: J35931112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3305800009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 9, Final JY 9, Special JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KONAMI CORP, TOKYO                                                            Agenda: 700532345
     CUSIP: J35996107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3300200007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT YOU CAN ACCESS                               Non-       No Action         *
        FURTHER INFORMATION AT THE FOLLOWING                         Voting
        HYPERLINK:
        http://www.konami.com/en/ir/index04.h
        tml
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 27, Final JY 27, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
KONICA MINOLTA HOLDINGS INC                                                   Agenda: 700532105
     CUSIP: J36060119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3300600008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.1     Elect a Director                                              Mgmt       No Action         *
1.10    Elect a Director                                              Mgmt       No Action         *
1.11    Elect a Director                                              Mgmt       No Action         *
1.12    Elect a Director                                              Mgmt       No Action         *



1.2     Elect a Director                                              Mgmt       No Action         *
1.3     Elect a Director                                              Mgmt       No Action         *
1.4     Elect a Director                                              Mgmt       No Action         *
1.5     Elect a Director                                              Mgmt       No Action         *
1.6     Elect a Director                                              Mgmt       No Action         *
1.7     Elect a Director                                              Mgmt       No Action         *
1.8     Elect a Director                                              Mgmt       No Action         *
1.9     Elect a Director                                              Mgmt       No Action         *
2.      Partial changes to the Articles of                            Mgmt       No Action         *
        Incorporation

- -------------------------------------------------------------------------------------------------------
KUBOTA CORP (FORMERLY KUBOTA LTD)                                             Agenda: 700544578
     CUSIP: J36662138                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3266400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of the                              Mgmt       No Action         *
        profit No.114 term: dividends for the
        current term as JPY 3 per share JPY
        6 on yearly basis
2.      Approve the Company to purchase its                           Mgmt       No Action         *
        own shares upon a resolution of the
        Board of Directors in accordance with
        the Commercial Code 211-3
3.1     Elect Mr. Daisuke Hatakake as a                               Mgmt       No Action         *
        Director
3.10    Elect Mr. Yasuo Masumoto as a                                 Mgmt       No Action         *
3.11    Elect Mr. Junichi Maeda as a Director                         Mgmt       No Action         *
3.12    Elect Mr. Yoshiharu Nishiguchi as a                           Mgmt       No Action         *
        Director
3.13    Elect Mr. Eisaku Shinohara as a                               Mgmt       No Action         *
        Director
3.14    Elect Mr. Nobuo Izawa as a Director                           Mgmt       No Action         *
3.15    Elect Mr. Yoshihiko Tabata as a                               Mgmt       No Action         *
        Director
3.16    Elect Mr. Kazunoibu Ueda as a                                 Mgmt       No Action         *
3.17    Elect Mr. Takashi Kouji as a Director                         Mgmt       No Action         *
3.18    Elect Mr. Tokuji Oogi as a Director                           Mgmt       No Action         *



3.19    Elect Mr. Morimitsu Katayama as a                             Mgmt       No Action         *
        Director
3.2     Elect Mr. Tomomi Sou as a Director                            Mgmt       No Action         *
3.20    Elect Mr. Nobuyuki Toshikuni as a                             Mgmt       No Action         *
        Director
3.3     Elect Mr. Mikio Kinoshita as a                                Mgmt       No Action         *
3.4     Elect Mr. Akio Nishino as a Director                          Mgmt       No Action         *
3.5     Elect Mr. Yoshihiro Fujio as a                                Mgmt       No Action         *
3.6     Elect Mr. Moriya Hayashi as a                                 Mgmt       No Action         *
3.7     Elect Mr. Akira Seike as a Director                           Mgmt       No Action         *
3.8     Elect Mr. Tadahiko Urabe as a                                 Mgmt       No Action         *
3.9     Elect Mr. Toshihiro Fukuda as a                               Mgmt       No Action         *
        Director
4.      Elect Mr. Yoshirou Suekawa as a                               Mgmt       No Action         *
        Statutory Auditor
5.1     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director Mr. Suyoshi Hayashi
5.2     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director Mr. Masaru Ishiguro
5.3     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director Mr. Toshuyuki
        Yotsumoto
5.4     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director Mr. Tadahiko
5.5     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director Mr. Masateru

- -------------------------------------------------------------------------------------------------------
KURARAY CO LTD                                                                Agenda: 700536141
     CUSIP: J37006137                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3269600007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4.5, Final JY 5.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *



3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
KURITA WATER INDUSTRIES LTD                                                   Agenda: 700537725
     CUSIP: J37221116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3270000007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 8, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
KYOCERA CORP                                                                  Agenda: 700533361
     CUSIP: J37479110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3249600002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 30, Final JY 30, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
KYOWA HAKKO KOGYO CO LTD                                                      Agenda: 700555139
     CUSIP: J38296117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3256000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.75, Final JY 3.75,
        Special JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
KYUSHU ELECTRIC POWER CO INC                                                  Agenda: 700547980
     CUSIP: J38468104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3246400000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 25, Final JY 25, Special
        JY 0
3       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors
6       Shareholder Proposals                                         Mgmt       No Action         *



7       Amend Articles to Prohibit Generation                          Shr       No Action         *
        of Electricity Using Pluthermal
8       Amend Articles to Abolish Payment of                           Shr       No Action         *
        Retirement Bonuses to Directors
9       Amend Articles to Require Appointment                          Shr       No Action         *
        of Directors Responsible for
        Corporate Social Responsibility, to
        Be Chosen by Shareholders
10      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Nuclear Waste
        Oversight Committee
11      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Committee of
        Directors and Outsiders to Study
        Protection of Scenic Landscapes
12      Amend Articles to Require                                      Shr       No Action         *
        Establishment of Committee to Promote
        Purchases of Power Generated by
        Small-Scale Solar and Wind Power
13      Amend Articles to Include Provisions                           Shr       No Action         *
        on Shut-Down of Kawauchi Nuclear
        Power Station

- -------------------------------------------------------------------------------------------------------
LAWSON INC, OSAKA                                                             Agenda: 700513523
     CUSIP: J3871L103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/28/2004           ISIN: JP3982100004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 20, Final JY 21, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *



3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
MABUCHI MOTOR CO LTD                                                          Agenda: 700468881
     CUSIP: J39186101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3870000001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 67, Final JY 25, Special
        JY 36
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
MARUBENI CORP                                                                 Agenda: 700537117
     CUSIP: J39788138                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3877600001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        no. 80 term: dividends for the current
        term has been proposed as JPY 3 per
        share for ordinary shares and JPY 5.85
        per share for Class 1 first issue
        preferred shares
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation:
        the Company has proposed to add to
        the list of its objectives in an
        attempt to diversify its overall
        business operations
3.1     Elect Mr. Tooru Tsuji as a Director                           Mgmt       No Action         *



3.10    Elect Mr. Susumu Watanabe as a                                Mgmt       No Action         *
3.2     Elect Mr. Nobuo Katsumata as a                                Mgmt       No Action         *
3.3     Elect Mr. Katsuo Kou as a Director                            Mgmt       No Action         *
3.4     Elect Mr. Shigeki Kuwahara as a                               Mgmt       No Action         *
        Director
3.5     Elect Mr. Toshio Nakagawa as a                                Mgmt       No Action         *
3.6     Elect Mr. Akira Matsuda as a Director                         Mgmt       No Action         *
3.7     Elect Mr. Makoto Isogai as a Director                         Mgmt       No Action         *
3.8     Elect Mr. Kazuo Ogawa as a Director                           Mgmt       No Action         *
3.9     Elect Mr. Tomoyuki Nakayama as a                              Mgmt       No Action         *
        Director
4.      Elect Mr. Yuuji Katou as the                                  Mgmt       No Action         *
        Statutory Auditor
5.1     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director Mr. Yuuji Katou
        according to the Company rule
5.2     Grant retirement allowances to the                            Mgmt       No Action         *
        retired Statutory Auditor Mr. Inoshin
        Kitamura according to the Company

- -------------------------------------------------------------------------------------------------------
MARUI CO LTD                                                                  Agenda: 700559226
     CUSIP: J40089104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3870400003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 11, Special
        JY 0
2.1     Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor



- -------------------------------------------------------------------------------------------------------
MATSUSHITA ELECTRIC INDUSTRIAL CO LTD                                         Agenda: 700531216
     CUSIP: J41121104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3866800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.97 Term: dividends for the current
        term has been proposed as JPY 7.75 per
        share JPY14 on a yearly basis
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation
        and the Company has proposed to amend
        the list of its objectives in an
        attempt to clarify the housing-
        related business as being one of the
        main businesses of the Company, and
        authorize the Company to purchase its
        own shares upon a resolution of the
        Board of Directors in accordance with
        Commercial Code 211-3
3.1     Elect Mr. Youichi Morishitan as a                             Mgmt       No Action         *
        Director
3.10    Elect Mr. Hidetsugu Ootsuru as a                              Mgmt       No Action         *
        Director
3.11    Elect Mr. Tetsuya Kawakami as a                               Mgmt       No Action         *
        Director
3.12    Elect Mr. Yoshitaka Hayashi as a                              Mgmt       No Action         *
        Director
3.13    Elect Mr. Josei Itou as a Director                            Mgmt       No Action         *
3.14    Elect Mr. Toshio Morikawa as a                                Mgmt       No Action         *
3.15    Elect Mr. Toshihiro Sakamoto as a                             Mgmt       No Action         *
        Director
3.16    Elect Mr. Shinichi Fukushima as a                             Mgmt       No Action         *
        Director
3.17    Elect Mr. Masaharu Matsushita as a                            Mgmt       No Action         *
        Director
3.18    Elect Mr. Masaki Akiyama as a                                 Mgmt       No Action         *
3.19    Elect Mr. Mikio Itou as a Director                            Mgmt       No Action         *
3.2     Elect Mr. Masayuki Matsushita as a                            Mgmt       No Action         *
        Director
3.3     Elect Mr. Kunio Nakamura as a                                 Mgmt       No Action         *
3.4     Elect Mr. Kazuo Toda as a Director                            Mgmt       No Action         *
3.5     Elect Mr. Osamu Tanaka as a Director                          Mgmt       No Action         *
3.6     Elect Mr. Yukio Shoutoku as a                                 Mgmt       No Action         *
3.7     Elect Mr. Takami Sano as a Director                           Mgmt       No Action         *



3.8     Elect Mr. Susumu Koike as a Director                          Mgmt       No Action         *
3.9     Elect Mr. Fumio Ootsubo as a Director                         Mgmt       No Action         *
4.1     Elect Mr. Yukio Furuta as a Statutory                         Mgmt       No Action         *
        Auditor
4.2     Elect Mr. Ikuo Hata as a Statutory                            Mgmt       No Action         *
        Auditor
5.      Grant retirement allowances to the                            Mgmt       No Action         *
        Directors: Mr. Haruo Ueno and Mr.
        Yoshiaki Kushiki according to the
        Company rule
6.      Grant retirement allowances to the                            Mgmt       No Action         *
        Statutory Auditors: Mr. Yoshitomi
        Nagaoka and Mr. Kiyosuke Imai
        according to the Company rule

- -------------------------------------------------------------------------------------------------------
MATSUSHITA ELECTRIC WORKS LTD                                                 Agenda: 700452597
     CUSIP: J41207119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/18/2004           ISIN: JP3867600003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 6.25, Final JY 6.25,
        Special JY 1.5
2       Amend Articles to: Clarify Director                           Mgmt       No Action         *
        Authorities in Connection with
        Introduction of Executive
        Officer System - Limit Directors
        Legal Liability - Lower Quorum
        Requirement - Authorize Share
        Repuchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors

- -------------------------------------------------------------------------------------------------------
MEIJI SEIKA KAISHA LTD, TOKYO                                                 Agenda: 700544718
     CUSIP: J41766106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3917000006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.5, Final JY 3.5, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases
        at Board s Discretion - Limit
        Directors and Internal Auditors
        Legal Liability
3       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
MEITEC CORP                                                                   Agenda: 700528310
     CUSIP: J42067108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3919200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 29, Final JY 29, Special
        JY 20
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



3       Approve Stock-Swap Merger Agreement                           Mgmt       No Action         *
        with Drake Beam Morin-Japan Inc.
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *
5       Elect Director                                                Mgmt       No Action         *
6       Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MILLEA HOLDINGS INC, TOKYO                                                    Agenda: 700542156
     CUSIP: J4276P103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3910660004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 11,000, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor



- -------------------------------------------------------------------------------------------------------
MINEBEA CO LTD                                                                Agenda: 700530935
     CUSIP: J42884130                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3906000009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 7, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuse for                                 Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
MITSUBISHI CHEMICAL CORP                                                      Agenda: 700537357
     CUSIP: J4368U101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3895800005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        the Term Number 10: dividends for the
        current term as JPY 4 per share
2.      Amend partially the Company s                                 Mgmt       No Action         *
        Articles of Incorporation; and allow
        the Company to purchase its own
        shares upon a Resolution of the Board
        of Directors in accordance with the
        Commercial Code 211-3
3.1     Elect Mr. Ryuuichi Tomizawa as a                              Mgmt       No Action         *
        Director
3.2     Elect Mr. Masaoki Funada as a                                 Mgmt       No Action         *
3.3     Elect Mr. George Stephanopoulos as a                          Mgmt       No Action         *
        Director
3.4     Elect Mr. Shinichirou Handa as a                              Mgmt       No Action         *
        Director
3.5     Elect Mr. Hisashi Ishikawa as a                               Mgmt       No Action         *
        Director
4.1     Re-elect Mr. Keisuke Mizukami as a                            Mgmt       No Action         *
        Statutory Auditor
4.2     Elect Mr. Hideaki Yoshida as a                                Mgmt       No Action         *
        Statutory Auditor
5.1     Grant retirement allowances according                         Mgmt       No Action         *
        to the Company Rule to Mr. Hideaki
        Yoshida, a Director
5.2     Grant retirement allowances according                         Mgmt       No Action         *
        to the Company Rule to Mr. Keisuke
        Mizukami, a Statutory Auditor



- -------------------------------------------------------------------------------------------------------
MITSUBISHI CORP                                                               Agenda: 700552842
     CUSIP: J43830116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3898400001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING # 146695.  ALL VOTES                              Voting
        RECEIVED ON THE PREVIOUS MEETING WILL
        BE DISREGARDED AND YOU WILL NEED TO
        REINSTRUCT ON THIS MEETING NOTICE.
        THANK YOU.
1.      Approve the appropriation of retained                         Mgmt       No Action         *
        earnings for FY 2003: Dividends for
        the current term has been proposed as
        JPY 8 per share
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Articles of Incorporation: The term of
        office for Director has been proposed
        to change to 1 year from the present 2
        years; the Company will be allowed to
        purchase its own shares upon a
        resolution of the Board of Directors
        in accordance with Commercial Code
        211-3
3.1     Elect Mr. Mikio Sasaki as a Director                          Mgmt       No Action         *
3.2     Elect Mr. Masayuki Takashima as a                             Mgmt       No Action         *
        Director
3.3     Elect Mr. Yukio Masuda as a Director                          Mgmt       No Action         *
3.4     Elect Mr. Hidetoshi Kamekazi as a                             Mgmt       No Action         *
        Director
3.5     Elect Mr. Ichirou Taniguchi as a                              Mgmt       No Action         *
        Director
3.6     Elect Mr. Haruo Matsumoto as a                                Mgmt       No Action         *
3.7     Elect Mr. Tomio Tsutsumi as a                                 Mgmt       No Action         *
4.1     Elect Mr. Yuuzou Shinkai as a                                 Mgmt       No Action         *
        Corporate Auditor
4.2     Elect Mr. Koukei Higuchi as a                                 Mgmt       No Action         *
        Corporate Auditor
4.3     Elect Mr. Shigemitsu Miki as a                                Mgmt       No Action         *
        Corporate Auditor
4.4     Elect Mr. Shigeru Nakajima as a                               Mgmt       No Action         *
        Corporate Auditor
5.      Assign free subscription rights: The                          Mgmt       No Action         *
        Company has proposed to give free
        share subscription rights to its
        Directors, Executives and Senior
        General Managers as stock options
6.1     Grant retirement allowances to                                Mgmt       No Action         *
        retired Director, Mr. Minoru Makihara



6.2     Grant retirement allowances to                                Mgmt       No Action         *
        retired Director, Mr. Kouji Furukawa
6.3     Grant retirement allowances to                                Mgmt       No Action         *
        retired Director, Mr. Susumu Kani
6.4     Grant retirement allowances to                                Mgmt       No Action         *
        retired Director, Mr. Takeshi
6.5     Grant retirement allowances to                                Mgmt       No Action         *
        retired Statutory Auditor, Mr. Tsuneo
6.6     Grant retirement allowances to                                Mgmt       No Action         *
        retired Statutory Auditor, Mr. Manabu

- -------------------------------------------------------------------------------------------------------
MITSUBISHI ELECTRIC CORP                                                      Agenda: 700537763
     CUSIP: J43873132                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: DE0008621392
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.12    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MITSUBISHI ESTATE CO LTD, TOKYO                                               Agenda: 700542005
     CUSIP: J43916113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3899600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0



2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
6       Appoint External Auditors                                     Mgmt       No Action         *
7       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MITSUBISHI GAS CHEMICAL CO INC                                                Agenda: 700550711
     CUSIP: J43959113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3896800004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 4, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors



- -------------------------------------------------------------------------------------------------------
MITSUBISHI HEAVY INDUSTRIES LTD, TOKYO                                        Agenda: 700533373
     CUSIP: J44002129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3900000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.mhi.co.jp/index_kabu_e.htm
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MITSUBISHI MATERIALS CORP                                                     Agenda: 700539630
     CUSIP: J44024107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3903000002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 2, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
MITSUBISHI RAYON CO LTD                                                       Agenda: 700539490
     CUSIP: J44389120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3903600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Increase Number of                         Mgmt       No Action         *
        Internal Auditors - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors

- -------------------------------------------------------------------------------------------------------
MITSUBISHI TOKYO FINANCIAL GROUP INC, TOKYO                                   Agenda: 700542447
     CUSIP: J44497105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3902900004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends on
        Ordinary Shares: Interim JY 0, Final
        JY 6000, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
MITSUBISHI LOGISTICS CORP                                                     Agenda: 700550723
     CUSIP: J44561108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3902000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *



3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
MITSUI CHEMICALS INC                                                          Agenda: 700560609
     CUSIP: J4466L102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3888300005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.7 Term and dividends for the
        current term has been proposed as
        JPY3 per share (JPY6 on a yearly
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation and the Company will be
        allowed to purchase its own shares
        upon a resolution of the Board of
        Directors in accordance with
        Commercial Code 211-3
3.      Elect Mr.  Kazuhiro Asano as a                                Mgmt       No Action         *
        Statutory Auditor
4.      Grant retirement allowances to the                            Mgmt       No Action         *
        Director Mr. Masafumi Kataita
        according to the Company Rule



- -------------------------------------------------------------------------------------------------------
MITSUI & CO LTD                                                               Agenda: 700533309
     CUSIP: J44690139                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3893600001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0
2       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor and
        Approve Special Payments to Continuing
        Directors and Statutory Auditors in
        Connection with the Abolition of
        Retirement Bonus System

- -------------------------------------------------------------------------------------------------------
MITSUI MINING & SMELTING CO LTD                                               Agenda: 700535757
     CUSIP: J44948107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3888400003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 5, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors

- -------------------------------------------------------------------------------------------------------
MITSUI O.S.K.LINES LTD, TOKYO                                                 Agenda: 700530997
     CUSIP: J45013109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3362700001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 6, Special JY 1
2       Amend Articles to: Expand Board                               Mgmt       No Action         *
        Eligibility - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonus for Director                         Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MITSUI FUDOSAN CO LTD (FORMERLY MITSUI REAL                                   Agenda: 700539515
ESTATE DEVELOPMENT CO LTD)
     CUSIP: J4509L101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3893200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.5, Final JY 3.5, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor



- -------------------------------------------------------------------------------------------------------
MITSUI SUMITOMO INSURANCE CO LTD                                              Agenda: 700537333
     CUSIP: J45174109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3888200007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of profit                           Mgmt       No Action         *
        for No.87 term: dividends for the
        current terms as JPY 8.50 per share
2.      Approve the Company to purchase its                           Mgmt       No Action         *
        own shares upon a resolution of the
        Board of Directors in accordance with
        the Commercial Code 211-3
3.1     Elect Mr. Takeo Inokuchi as a                                 Mgmt       No Action         *
3.10    Elect Mr. Kazuo Kondou as a Director                          Mgmt       No Action         *
3.11    Elect Mr. Shunji Abo as a Director                            Mgmt       No Action         *
3.12    Elect Mr. Katasuaki Ikeda as a                                Mgmt       No Action         *
3.2     Elect Mr. Hiroyuki Uemura as a                                Mgmt       No Action         *
3.3     Elect Mr. Sampei Nozaki as a Director                         Mgmt       No Action         *
3.4     Elect Mr. Takeshi Kurioka as a                                Mgmt       No Action         *
3.5     Elect Mr. Yoshiaki Shin as a Director                         Mgmt       No Action         *
3.6     Elect Mr. Takashi Yamashita as a                              Mgmt       No Action         *
        Director
3.7     Elect Mr. Atsushi Watamura as a                               Mgmt       No Action         *
        Director
3.8     Elect Mr. Susumu Uchida as a Director                         Mgmt       No Action         *
3.9     Elect Mr. Hiromi Asano as a Director                          Mgmt       No Action         *
4.1     Elect Mr. Yasuo Tsutsumi as a                                 Mgmt       No Action         *
        Statutory Auditor
4.2     Elect Mr. Michio Nozaki as a                                  Mgmt       No Action         *
        Statutory Auditor
4.3     Elect Mr. Eiko Kouno as a Statutory                           Mgmt       No Action         *
        Auditor
5.1     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Ken Ebina retired as Director during
        the current term
5.2     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Tadao Iso retired as Director during
        the current term
5.3     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Yasuo Tsutsumi retired as Director
        during the current term
5.4     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Kazuho Tanaka retired as Statutory
        Auditor during the current term
5.5     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Yuuji Nishiyama retired as Statutory
        Auditor during the current term



5.6     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Akira Nishioka retired as Statutory
        Auditor during the current term

- -------------------------------------------------------------------------------------------------------
MITSUKOSHI LTD, TOKYO                                                         Agenda: 700516303
     CUSIP: J4541P102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: JP3894810005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 3, Special JY 1
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Introduce Provisions for Executive
        Officer System - Streamline Board
        Structure
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Deep Discount Stock Option                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors and
        Approve Special Payments to Directors
        and Statutory Auditor in Connection
        with Abolition of Retirement Bonus
        System



7       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceilings for Directors
        and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
MIZUHO FINANCIAL GROUP INC, TOKYO                                             Agenda: 700542118
     CUSIP: J4599L102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3885780001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
10      Amend Articles to Require Disclosure                           Shr       No Action         *
        of Retirement Bonuses Paid to Each
        Retiring Director and Statutory
        Auditor
11      Amend Articles to Require Disclosure                           Shr       No Action         *
        of Individual Compensation Levels of
        Each Director and Statutory Auditor
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends on
        Ordinary Shares: Interim JY 0, Final
        JY 3000, Special JY 0
3       Approve Reduction in Legal Reserves                           Mgmt       No Action         *
4       Authorize Repurchase of Preferred                             Mgmt       No Action         *
        Shares
5       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Preferred Share Capital to
        Reflect Conversion of Preferred to
        Ordinary Shares
6.1     Elect Director                                                Mgmt       No Action         *
6.2     Elect Director                                                Mgmt       No Action         *
6.3     Elect Director                                                Mgmt       No Action         *
7.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
7.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
8       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
9       Shareholder Proposals                                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
MURATA MANUFACTURING CO LTD                                                   Agenda: 700534438
     CUSIP: J46840112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: DE0008644956
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 25, Final JY 25, Special
        JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital to Reflect Share
        Repurchase from 600 Million to 590
        Million Shares - Authorize Share
        Repurchases at Board s
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Special Payments to                                   Mgmt       No Action         *
        Continuing Directors and Statutory
        Auditors in Connection with the
        Abolition of Retirement Bonus System
        and Approve Retirement Bonus to
        Statutory Auditor
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NEC CORP                                                                      Agenda: 700533272
     CUSIP: J48818124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: JP3733000008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *



3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
NGK INSULATORS LTD                                                            Agenda: 700539616
     CUSIP: J49076110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3695200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 1
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
NGK SPARK PLUG CO LTD                                                         Agenda: 700550557
     CUSIP: J49119100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3738600000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5.5, Final JY 5.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors

- -------------------------------------------------------------------------------------------------------
NIKKO CORDIAL CORP                                                            Agenda: 700528322
     CUSIP: J51656122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3670000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 5, Special JY 0
2       Amend Articles to: Adopt U.S.-Style                           Mgmt       No Action         *
        Board Structure - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Deep Discount Stock Option                            Mgmt       No Action         *
5       Approve Special Payments to Statutory                         Mgmt       No Action         *
        Auditors in Connection with the
        Abolition of the Statutory
        Auditor Board



- -------------------------------------------------------------------------------------------------------
NINTENDO CO LTD, KYOTO                                                        Agenda: 700558868
     CUSIP: J51699106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3756600007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JPY 70, Final JPY 70, Special
        JPY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Mr. Atsushi Asada as a                                  Mgmt       No Action         *
3.10    Elect Mr. Kazuo Kawahara as a                                 Mgmt       No Action         *
3.11    Elect Mr. Tatsumi Kimishima as a                              Mgmt       No Action         *
        Director
3.12    Elect Mr. Hiroshi Yamauchi as a                               Mgmt       No Action         *
        Director
3.2     Elect Mr. Satoru Iwata as a Director                          Mgmt       No Action         *
3.3     Elect Mr. Yoshihiro Mori as a                                 Mgmt       No Action         *
3.4     Elect Mr. Shinji Hatano as a Director                         Mgmt       No Action         *
3.5     Elect Mr. Genyou Takeda as a Director                         Mgmt       No Action         *
3.6     Elect Mr. Shigeru Miyamoto as a                               Mgmt       No Action         *
        Director
3.7     Elect Mr. Masaharu Matsumoto as a                             Mgmt       No Action         *
        Director
3.8     Elect Mr. Nobuo Nagai as a Director                           Mgmt       No Action         *
3.9     Elect Mr. Eiichi Suzuki as a Director                         Mgmt       No Action         *
4.1     Appoint Mr. Yoshirou Kitano as an                             Mgmt       No Action         *
        Internal Statutory Auditor
4.2     Appoint Mr. Minoru Ueda as an                                 Mgmt       No Action         *
        Internal Statutory Auditor
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director, Mr. Akira Iijima, and
        Statutory Auditor, Mr. Takayasu

- -------------------------------------------------------------------------------------------------------
NIDEC CORP                                                                    Agenda: 700526481
     CUSIP: J52968104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3734800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 12.5, Final JY 15, Special
        JY 2.5
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
NIPPON EXPRESS CO LTD, TOKYO                                                  Agenda: 700551004
     CUSIP: J53376117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3729400006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *



3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
NIPPON MEAT PACKERS INC, OSAKA                                                Agenda: 700542409
     CUSIP: J54752142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3743000006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 16, Special
        JY 0
2       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s Discretion
        - Limit Outside Directors Legal
        Liability
3       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Special Payments to
        Continuing Directors and Statutory
        Auditors in Connection with Abolition
        of Retirement Bonus System



4       Approve Deep Discount Stock Option                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NIPPON MINING HOLDINGS INC, TOKYO                                             Agenda: 700541801
     CUSIP: J54824107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3379550001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 6, Special JY 0
2       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
NIPPON OIL CORP, TOKYO                                                        Agenda: 700537799
     CUSIP: J5484F100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3679700009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 4, Special JY 0
2       Amend Articles to: Amend Business                             Mgmt       No Action         *
        Lines - Reduce Board Size - Clarify
        Director Authorities in Connection
        with Introduction of Executive Officer
        System - Authorize Share Repurchases
        at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *



3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
NSK LTD (FORMERLY NIPPON SEIKO KK)                                            Agenda: 700540330
     CUSIP: J55505101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3720800006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 4, Special
        JY 0
2       Amend Articles to: Adopt U.S.-Style                           Mgmt       No Action         *
        Board Structure - Authorize Share
        Repurchases at Board s Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *



4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
NIPPON SHEET GLASS CO LTD                                                     Agenda: 700552107
     CUSIP: J55655120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3686800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 3, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor



- -------------------------------------------------------------------------------------------------------
NIPPON STEEL CORP                                                             Agenda: 700537244
     CUSIP: J55999122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3381000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.79 term: dividends for the current
        term has been declare as JPY1.50 per
        share
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation: the Company will be
        allowed to purchase its own shares
        upon a resolution of the Board of
        Directors
3.1     Elect Mr. Tetsuo Seki as the                                  Mgmt       No Action         *
        Statutory Auditor
3.2     Elect Mr. Shigeru Matsuyama as the                            Mgmt       No Action         *
        Statutory Auditor
4.      Grant retirement allowances to the                            Mgmt       No Action         *
        Statutory Auditors Mr. Takeshi Yoshii
        and Mr. Akira Shouga according to the
        Company Rule

- -------------------------------------------------------------------------------------------------------
NIPPON UNIPAC HOLDING, TOKYO                                                  Agenda: 700535745
     CUSIP: J56354103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3754300006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.nipponunipac.com/e/ir/zaim
        u/state.html
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4000, Final JY 4000,
        Special JY 0
2       Amend Articles to: Change Company                             Mgmt       No Action         *
        Name to Nippon Paper Group, Inc. -
        Authorize Share Repurchases at
        Board s Discretion
3       Approve Reduction in Capital Reserves                         Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
NIPPON YUSEN KK                                                               Agenda: 700535555
     CUSIP: J56515133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3753000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0
2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors - Authorize Share Repurchases
        at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
NISSAN CHEMICAL INDUSTRIES LTD                                                Agenda: 700541863
     CUSIP: J56988108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3670800006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 7, Special JY 0



2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NISSAN MOTOR CO LTD                                                           Agenda: 700534135
     CUSIP: J57160129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3672400003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of profit                           Mgmt       No Action         *
        for No.105 term: dividends for the
        current term as JPY 11 per share JPY
        19 on yearly basis
2.      Approve the Company to purchase its                           Mgmt       No Action         *
        own shares upon a resolution of the
        Board of Directors in accordance with
        Commercial Code 211-3
3.      Approve the Company to give the free                          Mgmt       No Action         *
        share subscription rights to the
        employees of the Company and its
        subsidiaries and the Directors of its
        subsidiaries as stock option in
        accordance with Commercial Code 280-
        20 and 280-21
4.      Approve the Company to acquire up to                          Mgmt       No Action         *
        75,000,000 of its own shares up to
        JPY 100,000,000,000 in value in
        accordance with Commercial Code 210
5.1     Elect Mr. Hiroshi Moriyama as a                               Mgmt       No Action         *
        Statutory Auditor
5.2     Elect Mr. Shinji Ichishima as a                               Mgmt       No Action         *
        Statutory Auditor



5.3     Elect Mr. Keishi Imamura as a                                 Mgmt       No Action         *
        Statutory Auditor
5.4     Elect Mr. Hiroyasu Suga as a                                  Mgmt       No Action         *
        Statutory Auditor
5.5     Elect Mr. Haruo Murakami as a                                 Mgmt       No Action         *
        Statutory Auditor
6.      Grant retirement allowance to the                             Mgmt       No Action         *
        retired Statutory Auditors Mr.
        Haruhiko Takenaka and Mr. Nakamura

- -------------------------------------------------------------------------------------------------------
NISSHIN SEIFUN GROUP INC, TOKYO                                               Agenda: 700539591
     CUSIP: J57633109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3676800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4.5, Final JY 6.5, Special
        JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital to Reflect Share
        Repurchase -  Clarify Director
        Authorities - Authorize Share
        Repurchases at Board s
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NISSHINBO INDUSTRIES INC                                                      Agenda: 700553096
     CUSIP: J57762114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3678000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.5, Final JY 3.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
NISSHIN STL LTD                                                               Agenda: 700539666
     CUSIP: J57805103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3676000007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2, Final JY 2, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
NISSIN FOOD PRODUCTS CO LTD                                                   Agenda: 700550761
     CUSIP: J58063124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3675600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 30, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NITTO DENKO CORP (FORMERLY NITTO ELECTRIC                                     Agenda: 700538652
INDUSTRIAL CO LTD)
     CUSIP: J58472119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3684000007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        the No. 139 term, including dividends
        of JPY 23 per share
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation partially



3.      Approve to assign free subscription                           Mgmt       No Action         *
        rights
4.1     Elect Mr. Masamichi Takemoto as a                             Mgmt       No Action         *
        Director
4.2     Elect Mr. Yukio Nagira as a Director                          Mgmt       No Action         *
4.3     Elect Mr. Yasuo Ninomiya as a                                 Mgmt       No Action         *
4.4     Elect Mr. Tatsunosuke Fujiwara as a                           Mgmt       No Action         *
        Director
4.5     Elect Mr. Wataru Kitao as a Director                          Mgmt       No Action         *
5.1     Elect Mr. Nobuyuki Tanioka as a                               Mgmt       No Action         *
        Statutory Auditor
5.2     Elect Mr. Shigeru Takarayama as a                             Mgmt       No Action         *
        Statutory Auditor
5.3     Elect Mr. Shikou Saikawa as a                                 Mgmt       No Action         *
        Statutory Auditor
5.4     Elect Mr. Kazuo Kumagai as a                                  Mgmt       No Action         *
        Statutory Auditor
6.      Approve to assign free subscription                           Mgmt       No Action         *
        rights as stock compensation
7.      Approve to revise the remuneration                            Mgmt       No Action         *
        for Statutory Auditors
8.      Approve to grant retirement                                   Mgmt       No Action         *
        allowances to retired Directors and
        Statutory Auditors
9.      Approve to grant retirement                                   Mgmt       No Action         *
        allowances to Directors and Statutory
        Auditors in connection with
        abolishment of retirement allowances

- -------------------------------------------------------------------------------------------------------
NOMURA HOLDINGS INC                                                           Agenda: 700531999
     CUSIP: J59009159                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3762600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend partially the Company s                                 Mgmt       No Action         *
        Articles of Association; and
        authorize the Company to purchase its
        own shares upon a resolution of the
        Board of Directors in accordance with
        Commercial Code 211-3
2.      Approve to give free subscription                             Mgmt       No Action         *
        rights to Directors, Executives and
        employees of the Company and its
        subsidiaries
3.1     Elect Mr. Junichi Ujiie as a Director                         Mgmt       No Action         *
3.10    Elect Mr. Kouji Tajika as a Director                          Mgmt       No Action         *



3.11    Elect Mr. Nobuyuki Shigemmune as a                            Mgmt       No Action         *
        Director
3.2     Elect Mr. Nobuyuki Koga as a Director                         Mgmt       No Action         *
3.3     Elect Mr. Hiroshi Toda as a Director                          Mgmt       No Action         *
3.4     Elect Mr. Kazutoshi Ineno as a                                Mgmt       No Action         *
3.5     Elect Mr. Shouzou Kumano as a                                 Mgmt       No Action         *
3.6     Elect Mr. Masaharu Shibata as a                               Mgmt       No Action         *
        Director
3.7     Elect Mr. Hideaki Kubori as a                                 Mgmt       No Action         *
3.8     Elect Mr. Haruo Tsuji as a Director                           Mgmt       No Action         *
3.9     Elect Mr. Fumihide Nomura as a                                Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NTN CORP (FORMERLY NTN TOYO BEARING CO LTD)                                   Agenda: 700561625
     CUSIP: J59353110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3165600002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 3, Special
        JY 0
2       Amend Articles to: Reduce Board Size                          Mgmt       No Action         *
        - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
NTT DATA CORP, TOKYO                                                          Agenda: 700530947
     CUSIP: J59386102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3165700000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 1000, Final JY 1000,
        Special JY 0
2       Amend Articles to: Amend Business                             Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
NIPPON TELEGRAPH & TELEPHONE CORP NTT                                         Agenda: 700532369
     CUSIP: J59396101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3735400008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:
        http://www.ntt.co.jp/ir/e/results.htm
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2500, Final JY 2500,
        Special JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital from 62.212 Million
        to 61.93 Million Shares to Reflect
        Share Repurchase



4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
NTT DOCOMO INC, TOKYO                                                         Agenda: 700529982
     CUSIP: J59399105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: JP3165650007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        13 term: dividends for the current
        term as JPY 1000 per share JPY 1500
        on a yearly basis
2.      Approve the acquisition of the                                Mgmt       No Action         *
        Company s own shares up to 2,500,000
        of its own shares up to JPY
        600,000,000,000 in value in accordance
        with the Commercial Code
3.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation
4.1     Elect Mr. Masao Nakamura as a                                 Mgmt       No Action         *
4.10    Elect Mr. Takashi Sakamoto as a                               Mgmt       No Action         *
        Director
4.11    Elect Mr. Shuurou Hoshizawa as a                              Mgmt       No Action         *
        Director
4.12    Elect Mr. Yoshiaki Ugaki as a                                 Mgmt       No Action         *
4.13    Elect Mr. Hideki Niimi as a Director                          Mgmt       No Action         *



4.14    Elect Mr. Youjirou Inoue as a                                 Mgmt       No Action         *
4.15    Elect Mr. Harunari Futatsugi as a                             Mgmt       No Action         *
        Director
4.16    Elect Mr. Bunya Kumagai as a Director                         Mgmt       No Action         *
4.17    Elect Mr. Seiji Tanaka as a Director                          Mgmt       No Action         *
4.18    Elect Mr. Hiroaki Nishioka as a                               Mgmt       No Action         *
        Director
4.19    Elect Mr. Fumio Nakanishi as a                                Mgmt       No Action         *
4.2     Elect Mr. Masayuki Hirata as a                                Mgmt       No Action         *
4.20    Elect Mr. Akio Ooshima as a Director                          Mgmt       No Action         *
4.21    Elect Mr. Masatoshi Suzuki as a                               Mgmt       No Action         *
        Director
4.22    Elect Mr. Fumio Iwasaki as a Director                         Mgmt       No Action         *
4.23    Elect Mr. Tsuyoshi Nishiyama as a                             Mgmt       No Action         *
        Director
4.24    Elect Mr. Keiji Tachikawa as a                                Mgmt       No Action         *
4.25    Elect Mr. Masayuki Yamamura as a                              Mgmt       No Action         *
        Director
4.3     Elect Mr. Kunio Ishikawa as a                                 Mgmt       No Action         *
4.4     Elect Mr. Seijirou Adachi as a                                Mgmt       No Action         *
4.5     Elect Mr. Keiichi Enoki as a Director                         Mgmt       No Action         *
4.6     Elect Mr. Yasuhiro Kadowaki as a                              Mgmt       No Action         *
        Director
4.7     Elect Mr. Takanori Utano as a                                 Mgmt       No Action         *
4.8     Elect Mr. Kiyoyuki Tsujimura as a                             Mgmt       No Action         *
        Director
4.9     Elect Mr. Shunichi Tamari as a                                Mgmt       No Action         *
5.      Elect Mr. Shouichi Matsuhashi as a                            Mgmt       No Action         *
        Statutory Auditor in place of Mr.
        Kiyoto Uehara
6.      Grant retirement allowances to the                            Mgmt       No Action         *
        retiring Directors and the Corporate
        Auditor

- -------------------------------------------------------------------------------------------------------
OBAYASHI CORP (FORMERLY OHBAYASHI CORP)                                       Agenda: 700550709
     CUSIP: J59826107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3190000004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 5, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
OJI PAPER CO LTD                                                              Agenda: 700544516
     CUSIP: J6031N109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3174410005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.80 term: dividends for the current
        term as JPY 6 per share JPY 10 on a
        yearly basis
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation:
        the Company allowed to purchase its
        own shares upon a resolution of the
        Board of Directors in accordance with
        Commercial Code 211-3
3.1     Elect Mr. Masahiko Ookuni as a                                Mgmt       No Action         *
3.10    Elect Mr. Nobuhisa as a Director                              Mgmt       No Action         *
3.2     Elect Mr. Shouichirou Suzuki as a                             Mgmt       No Action         *
        Director
3.3     Elect Mr. Atsuo Shioiri as a Director                         Mgmt       No Action         *
3.4     Elect Mr. Toshiyuki Egawa as a                                Mgmt       No Action         *
3.5     Elect Mr. Noritoshi Watanabe as a                             Mgmt       No Action         *
        Director
3.6     Elect Mr. Shouzou Watanabe as a                               Mgmt       No Action         *
        Director
3.7     Elect Mr. Hideki Yamamoto as a                                Mgmt       No Action         *
3.8     Elect Mr. Shigeru Ikemoto as a                                Mgmt       No Action         *
3.9     Elect Mr. Makoto Andou as a Director                          Mgmt       No Action         *
4.1     Elect Mr. You Takeuchi as a Statutory                         Mgmt       No Action         *
        Auditor



4.2     Elect Mr. Tokugorou Murayama as a                             Mgmt       No Action         *
        Statutory Auditor
5.      Grant retirement allowances to the                            Mgmt       No Action         *
        retired Director, Mr. Kentarou
        Nagaoka according to the Company rule
6.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: approve to
        increase the dividends for the current
        term to JPY 11 per share JPY 15 on a
        yearly basis
7.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: approve to pay
        no bonuses to the Board Members
8.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: approve to
        dismiss a Director, Masahiko Ookuni

- -------------------------------------------------------------------------------------------------------
OKI ELECTRIC INDUSTRY CO LTD                                                  Agenda: 700539755
     CUSIP: J60772100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3194000000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Handling of Net Loss, with No                         Mgmt       No Action         *
        Dividends
2       Approve Reduction in Legal Reserves                           Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors and
        Special Payments to Continuing
        Directors and Auditors in Connection
        with Abolition of Retirement Bonus
        System



7       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
OLYMPUS CORP                                                                  Agenda: 700556698
     CUSIP: J61240107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3201200007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7.5, Final JY 7.5, Special
        JY 0
2       Approve Transfer of Imaging Business                          Mgmt       No Action         *
        to Wholly-Owned Subsidiary Olympus
        Imaging
3       Approve Transfer of Medical Equipment                         Mgmt       No Action         *
        Business to Wholly-Owned Subsidiary
        Olympus Medical Systems
4       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
5.1     Elect Director                                                Mgmt       No Action         *
5.10    Elect Director                                                Mgmt       No Action         *
5.11    Elect Director                                                Mgmt       No Action         *
5.12    Elect Director                                                Mgmt       No Action         *
5.2     Elect Director                                                Mgmt       No Action         *
5.3     Elect Director                                                Mgmt       No Action         *
5.4     Elect Director                                                Mgmt       No Action         *
5.5     Elect Director                                                Mgmt       No Action         *
5.6     Elect Director                                                Mgmt       No Action         *
5.7     Elect Director                                                Mgmt       No Action         *
5.8     Elect Director                                                Mgmt       No Action         *
5.9     Elect Director                                                Mgmt       No Action         *
6.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors



- -------------------------------------------------------------------------------------------------------
OMRON CORP (FORMERLY OMRON TATEISI                                            Agenda: 700532155
ELECTRONICS CO)
     CUSIP: J61374120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3197800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of the                              Mgmt       No Action         *
        inappropriate retained earnings for
        the 67th FY
2.      Amend partially the Articles of                               Mgmt       No Action         *
        Incorporation
3.      Approve the reacquisition of shares                           Mgmt       No Action         *
4.      Approve the Plan for joint corporate                          Mgmt       No Action         *
        separation by the Company and the
        Hitachi, Ltd
5.      Approve the partial transfer to                               Mgmt       No Action         *
        business to a subsidiary
6.      Elect one Director                                            Mgmt       No Action         *
7.      Elect one Corporate Auditor                                   Mgmt       No Action         *
8.      Approve the final payment associated                          Mgmt       No Action         *
        with abolition of retirement benefit
        system for the Directors and the
        Corporate Auditors
9.      Approve issuance of common stock                              Mgmt       No Action         *
        acquisition rights as stock options

- -------------------------------------------------------------------------------------------------------
MITSUI TRUST HOLDINGS INC, TOKYO                                              Agenda: 700552323
     CUSIP: J6150N104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3892100003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends on
        Ordinary Shares: Interim JY 0, Final
        JY 2.5, Special JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital to Reflect
        Conversion of       Preferred to
        Ordinary Shares - Eliminate
        References to Series 4 Preferred
        Shares - Authorize Share Repurchases
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



3.5     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
ORACLE CORP JAPAN, TOKYO                                                      Agenda: 700400271
     CUSIP: J6165M109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 8/21/2003           ISIN: JP3689500001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 35, Final JY 75, Special
        JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Limit Legal                                Mgmt       No Action         *
        Liability of Directors and Statutory
        Auditors
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ORIENTAL LAND CO LTD                                                          Agenda: 700555824
     CUSIP: J6174U100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3198900007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 14, Final JY 15, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion



3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ORIX CORP (FORMERLY ORIENT LEASING CO LTD)                                    Agenda: 700527281
     CUSIP: J61933123                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3200450009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT YOU CAN ACCESS                               Non-       No Action         *
        FURTHER SHAREHOLDER INFORMATION AT                           Voting
        THE FOLLOWING LINK:
        http://ww3.ics.adp.com/streetlink_dat
        a/dirGPICS/saC6DC.pdf
1       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion - Limit Legal
        Liability of Directors and Executive
        Officers
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.12    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
OSAKA GAS CO LTD                                                              Agenda: 700530050
     CUSIP: J62320114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3180400008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor and
        Payments to Continuing Directors and
        Auditors in Connection with Abolition
        of Retirement

- -------------------------------------------------------------------------------------------------------
PIONEER CORP, TOKYO                                                           Agenda: 700528346
     CUSIP: J63825145                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3780200006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 12.5, Final JY 12.5,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
PROMISE CO LTD                                                                Agenda: 700537321
     CUSIP: J64083108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3833750007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approval of the Proposal of Profit                            Mgmt       No Action         *
        Appropriation for No.43 Term:
        Dividends for the current term has
        been proposed as JPY50 per share
        (JPY100 on a yearly basis).
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation:
        the Company has proposed to add to
        the list of its objectives in an
        attempt to diversify its overall
        business operations and the Company
        will be allowed to purchase its own
        shares upon a resolution of the Board
        of Directors in accordance with
        Commercial Code 211-3
3.1     Elect Mr. Masaaki Uchino as a                                 Mgmt       No Action         *
3.2     Elect Mr. Hiroki Jinnai as a Director                         Mgmt       No Action         *
3.3     Elect Mr. Shunji Kosugi as a Director                         Mgmt       No Action         *
3.4     Elect Mr. Teruaki Watanabe as a                               Mgmt       No Action         *
        Director
3.5     Elect Mr. Isao Takeuchi as a Director                         Mgmt       No Action         *
3.6     Elect Mr. Tsutomu Kasori as a                                 Mgmt       No Action         *
4.      Grant retirement allowances to the                            Mgmt       No Action         *
        Director: Mr. Hideshige Tsukamoto,
        according to the Company Rule

- -------------------------------------------------------------------------------------------------------
RICOH CO LTD, TOKYO                                                           Agenda: 700537395
     CUSIP: J64683105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3973400009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        fiscal 2003; dividends for the current
        term has been proposed as JPY 10 per
        share
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Association partially; the Company
        will be allowed to purchase its own
        shares upon a resolution of the Board
        of Directors in accordance with
        Commercial Code 211-3
3.1     Elect Mr. Masamitsu Sakurai as a                              Mgmt       No Action         *
        Director
3.10    Elect Mr. Kazuo Togashi as a Director                         Mgmt       No Action         *
3.11    Elect Mr. Kazunori Azuma as a                                 Mgmt       No Action         *



3.12    Elect Mr. Yuuji Inoue as a Director                           Mgmt       No Action         *
3.13    Elect Mr. Zenji Miura as a Director                           Mgmt       No Action         *
3.14    Elect Mr. Nobuo Mii as a Director                             Mgmt       No Action         *
3.2     Elect Mr. Tatsuo Hirakawa as a                                Mgmt       No Action         *
3.3     Elect Mr. Kouichi Endou as a Director                         Mgmt       No Action         *
3.4     Elect Mr. Masayuki Matsumoto as a                             Mgmt       No Action         *
        Director
3.5     Elect Mr. Katsumi Yoshida as a                                Mgmt       No Action         *
3.6     Elect Mr. Makoto Hashimoto as a                               Mgmt       No Action         *
        Director
3.7     Elect Mr. Kiyoshi Sakai as a Director                         Mgmt       No Action         *
3.8     Elect Mr. Takashi Nakamura as a                               Mgmt       No Action         *
        Director
3.9     Elect Mr. Shirou Kondou as a Director                         Mgmt       No Action         *
4.1     Elect Mr. Hisaaki Koga as a Statutory                         Mgmt       No Action         *
        Auditor
4.2     Elect Mr. Kouji Tomizawa as a                                 Mgmt       No Action         *
        Statutory Auditor
4.3     Elect Mr. Takehiko Wada as a                                  Mgmt       No Action         *
        Statutory Auditor
5.      Approve to grant retirement                                   Mgmt       No Action         *
        allowances to the retired Directors
        as per the Company rule

- -------------------------------------------------------------------------------------------------------
ROHM CO LTD                                                                   Agenda: 700537220
     CUSIP: J65328122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3982800009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the appropriation of retained                         Mgmt       No Action         *
        earnings of the 46th FY
2.      Approve the partial amendment to the                          Mgmt       No Action         *
        Articles of Incorporation
3.1     Elect the Corporate Auditor                                   Mgmt       No Action         *
3.2     Elect the Corporate Auditor                                   Mgmt       No Action         *
3.3     Elect the Corporate Auditor                                   Mgmt       No Action         *
3.4     Elect the Corporate Auditor                                   Mgmt       No Action         *
3.5     Elect the Corporate Auditor                                   Mgmt       No Action         *
4.      Receive the retirement allowances to                          Mgmt       No Action         *
        the retiring Corporate Auditor



- -------------------------------------------------------------------------------------------------------
SANDEN CORP                                                                   Agenda: 700531836
     CUSIP: J67091108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: JP3336400001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        number 78 Term: dividends for the
        current term is JPY5 per share JPY10
        on a yearly basis
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation:
        the number of Statutory Auditor s
        position to change to 5 or less from
        the present 4 or less and the Company
        has proposed to add to the list of its
        objectives in an attempt to diversify
        its overall business operations and
        the Company to purchase its own shares
        upon a resolution of the Board of
        Directors in accordance with
        Commercial Code
3.1     Re-elect Mr. Mitsuyoshi Uchida as the                         Mgmt       No Action         *
        Statutory Auditor
3.2     Re-elect Mr. Takashi Ooya as the                              Mgmt       No Action         *
        Statutory Auditor
3.3     Re-elect Mr. Takuji Tsuchigane as the                         Mgmt       No Action         *
        Statutory Auditor
3.4     Re-elect Mr. Hiroaki Etou as the                              Mgmt       No Action         *
        Statutory Auditor
3.5     Elect Mr. Akinobu Hatsushika as the                           Mgmt       No Action         *
        Statutory Auditor
4.      Approve to grant retirement allowance                         Mgmt       No Action         *
        to the retired Director and the
        Statutory Auditors
5.      Approve the assignment of free                                Mgmt       No Action         *
        subscription rights: the Company to
        give free share subscription rights
        to its Directors, Executives and
        employees in accordance with
        Commercial Code 280-20 and 280-21

- -------------------------------------------------------------------------------------------------------
SANYO ELECTRIC CO LTD                                                         Agenda: 700538094
     CUSIP: J68897156                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: CH0007633578
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SECOM CO LTD                                                                  Agenda: 700561980
     CUSIP: J69972107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3421800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.43 Term: dividends for the current
        term has been proposed as JPY 45 per
        share
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation: the term of office for
        Director has been proposed to change
        to 1 year from the present 2 years;
        the Company has proposed to add to the
        list of its objectives in an attempt
        to diversify its overall business
        operations; the Company will be
        allowed to purchase its own shares
        upon a resolution of the Board of
        Directors in accordance with
        Commercial Code 211- 3
3.1     Elect Mr. Makoto Iida as a Director                           Mgmt       No Action         *
3.10    Elect Mr. Youichi Tao as a Director                           Mgmt       No Action         *
3.11    Elect Mr. Fumio Obata as a Director                           Mgmt       No Action         *
3.2     Elect Mr. Juichi Toda as a Director                           Mgmt       No Action         *
3.3     Elect Mr. Toshitaka Sugimachi As a                            Mgmt       No Action         *
        Director
3.4     Elect Mr. Shouhei Kimura as a                                 Mgmt       No Action         *



3.5     Elect Mr. Kanemasa Haraguchi as a                             Mgmt       No Action         *
        Director
3.6     Elect Mr. Nobuyuki Sasaki as a                                Mgmt       No Action         *
3.7     Elect Mr. Katsuhisa Kuwahara as a                             Mgmt       No Action         *
        Director
3.8     Elect Mr. Shuuji Maeda as a Director                          Mgmt       No Action         *
3.9     Elect Mr. Katsuo Akiyama as a                                 Mgmt       No Action         *
4.      Grant retirement allowances to                                Mgmt       No Action         *
        retired Directors Mr. Seiichirou
        Kobayashi, Mr. Shigemi Tanaka, Mr.
        Shouichi Kake, Mr. Seiichi Mori, Mr.
        Seiji Yamanaka, Mr. Shinobu Iida, Mr.
        Yuushirou Itou, Mr. Hiroshi Itou,
        Mr. Shunji Ogahara, Mr. Masaaki
        Saida, and Mr. Kiyomasa Sugii

- -------------------------------------------------------------------------------------------------------
CREDIT SAISON CO LTD (FORMERLY SEIBU CREDIT                                   Agenda: 700531052
CO LTD)
     CUSIP: J7007M109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3271400008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 18, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
SEKISUI CHEMICAL CO LTD                                                       Agenda: 700538145
     CUSIP: J70703137                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3419400001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 4, Special JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion



3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
SEKISUI HOUSE LTD                                                             Agenda: 700486562
     CUSIP: J70746136                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: JP3420600003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 9, Final JY 9, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *



3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
SEVEN-ELEVEN JAPAN CO LTD                                                     Agenda: 700518218
     CUSIP: J71305106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/28/2004           ISIN: JP3423000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 19, Final JY 20, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases
        at Board s Discretion - Limit
        Directors Legal Liability
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
SHARP CORP, OSAKA                                                             Agenda: 700533094
     CUSIP: J71434112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3359600008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 10, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *



3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *
3.25    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Special Bonus for Family of                           Mgmt       No Action         *
        Deceased Director and Approve
        Retirement Bonuses for Directors

- -------------------------------------------------------------------------------------------------------
SHIMAMURA CORP                                                                Agenda: 700508750
     CUSIP: J72208101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/14/2004           ISIN: JP3358200008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 26.5, Final JY 31.5,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor



- -------------------------------------------------------------------------------------------------------
SHIMANO INC (FORMERLY SHIMANO INDUSTRIAL CO LTD)                              Agenda: 700466053
     CUSIP: J72262108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/24/2004           ISIN: JP3358000002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 9.5, Final JY 6.25, Special
        JY 3.25
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital from 294.4 Million
        Shares to 281.3 Million Shares to
        Reflect Share Repurchase - Authorize
        Share Repurchases at Board s
        Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SHIMIZU CORP (FORMERLY SHIMIZU CONSTRUCTION CO LTD)                           Agenda: 700550545
     CUSIP: J72445117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3358800005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 2.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *



3.2     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
SHIN-ETSU CHEMICAL CO LTD                                                     Agenda: 700548881
     CUSIP: J72810120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3371200001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 8, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SHIONOGI & CO LTD                                                             Agenda: 700535707
     CUSIP: J74229105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3347200002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4.25, Final JY 4.25,
        Special JY 0
2       Amend Articles to: Reduce Minimum                             Mgmt       No Action         *



        Board Size - Reduce Directors Term in
        Office - Authorize Share
        Repurchases at Board s Discretion -
        Expand Business Lines
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
SHISEIDO CO LTD                                                               Agenda: 700539159
     CUSIP: J74358144                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3351600006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        Number 104 term: dividends for the
        current term has been proposed as JPY
        11 per share JPY 22 on a yearly
2.      Approve partial amendments to the                             Mgmt       No Action         *
        Company s Articles of Incorporation:
        the Company will be allowed to
        purchase its own shares upon a
        resolution of the Board of Directors
        in accordance with Commercial Code
        211-3
3.1     Elect Mr. Morio Ikeda as a Director                           Mgmt       No Action         *
3.2     Elect Mr. Shigeo Shimizu as a                                 Mgmt       No Action         *
3.3     Elect Mr. Toshimitsu Kobayashi as a                           Mgmt       No Action         *
        Director
3.4     Elect Mr. Takeshi Oohori as a                                 Mgmt       No Action         *
3.5     Elect Mr. Kimie Iwata as a Director                           Mgmt       No Action         *
3.6     Elect Mr. Masaaki Komatsu as a                                Mgmt       No Action         *
3.7     Elect Mr. Shinzou Maeda as a Director                         Mgmt       No Action         *
4.1     Elect Mr. Eiko Ooya as a Statutory                            Mgmt       No Action         *
        Auditor



4.2     Elect Mr. Hiroshi Yasuda as a                                 Mgmt       No Action         *
        Statutory Auditor
5.1     Grant retirement allowance to Mr.                             Mgmt       No Action         *
        Tadakatsu Saitou a retired Director
        according to the Company rule
5.2     Grant retirement allowance to Mr.                             Mgmt       No Action         *
        Kouhei Mori a retired Director
        according to the Company rule
6.1     Grant retirement allowance Mr. Morio                          Mgmt       No Action         *
        Ikeda a retired Director in connection
        with Abolishment of Retirement
        Allowances System according to the
        Company rule
6.2     Grant retirement allowance Mr. Shigeo                         Mgmt       No Action         *
        Shimizu a retired Director in
        connection with Abolishment of
        Retirement Allowances System
        according to the Company rule
6.3     Grant retirement allowance Mr.                                Mgmt       No Action         *
        Takeshi Oohori a retired Director in
        connection with Abolishment of
        Retirement Allowances System according
        to the Company rule
6.4     Grant retirement allowance Mr.                                Mgmt       No Action         *
        Masaaki Komatsu a retired Director in
        connection with Abolishment of
        Retirement Allowances System
        according to the Company rule
6.5     Grant retirement allowance Mr.                                Mgmt       No Action         *
        Shinzou Maeda a retired Director in
        connection with Abolishment of
        Retirement Allowances System according
        to the Company rule
6.6     Grant retirement allowance Mr.                                Mgmt       No Action         *
        Kazunari Moriya a retired Statutory
        Auditor in connection with Abolishment
        of Retirement Allowances System
        according to the Company rule
6.7     Grant retirement allowance Mr. Isao                           Mgmt       No Action         *
        Isejima a retired Statutory Auditor in
        connection with Abolishment of
        Retirement Allowances System according
        to the Company rule
6.8     Grant retirement allowance Mr. Eiko                           Mgmt       No Action         *
        Ooya a retired Statutory Auditor in
        connection with Abolishment of
        Retirement Allowances System according
        to the Company rule
7.      Approve to give free share                                    Mgmt       No Action         *
        subscription rights to Directors,
        Executives and employees of the
        Company and its subsidiaries as stop
        option in accordance with the
        Commercial Code 280-20 and 280-21



- -------------------------------------------------------------------------------------------------------
SHOWA DENKO KK                                                                Agenda: 700467118
     CUSIP: J75046136                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3368000000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 2, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
SHOWA SHELL SEKIYU KK                                                         Agenda: 700470165
     CUSIP: J75390104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3366800005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 10, Final JY 15, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Authorize Appointment of
        Alternate Statutory Auditors
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Alternate Internal Statutory                          Mgmt       No Action         *
        Auditor
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors



- -------------------------------------------------------------------------------------------------------
SKYLARK CO LTD                                                                Agenda: 700469922
     CUSIP: J75605105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3396200002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 10, Final JY 10, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Merger Agreement with                                 Mgmt       No Action         *
        Jonathan s Co. Ltd.
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SMC CORP                                                                      Agenda: 700560027
     CUSIP: J75734103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3162600005
                                                                                            For/Against
</Table>

<Table>
                                                                                    
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 19, Final JY 19, Special
        JY 10
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *



3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
6       Appoint External Auditor                                      Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SOFTBANK CORP                                                                 Agenda: 700542168
     CUSIP: J75963108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3436100006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 7, Special JY 0
2       Amend Articles to: Change Location of                         Mgmt       No Action         *
        Head Office - Authorize Share
        Repurchases at Board s Discretion
3       Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SOMPO JAPAN INSURANCE INC                                                     Agenda: 700534577
     CUSIP: J7620T101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3932400009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 8.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
SONY CORP                                                                     Agenda: 700530036
     CUSIP: J76379106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: JP3435000009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT YOU CAN FURTHER                              Non-       No Action         *
        ACCESS SHAREHOLDER INFORMATION AT THE                        Voting
        FOLLOWING LINKS:
        http://www.sony.net/SonyInfo/IR/sr/in
        dex.html
        http://www.sony.net/SonyInfo/IR/finan
        cial/fr/index.html
1.      Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.12    Elect Director                                                Mgmt       No Action         *
2.13    Elect Director                                                Mgmt       No Action         *
2.14    Elect Director                                                Mgmt       No Action         *
2.15    Elect Director                                                Mgmt       No Action         *
2.16    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *
3.      Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.      Approve Stock Option Plan for                                 Mgmt       No Action         *
        Directors and Executives of Subsidiary
        Sony Communication
5.      PLEASE NOTE THAT THIS IS A                                    Shr        No Action         *
        SHAREHOLDER PROPOSAL: Amend Articles
        to Require Disclosure of Compensation
        Levels of Individual Directors and
        Executive Officers



- -------------------------------------------------------------------------------------------------------
STANLEY ELECTRIC CO LTD                                                       Agenda: 700541976
     CUSIP: J76637115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3399400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7, Final JY 7, Special JY 0
2       Amend Articles to: Reduce Share                               Mgmt       No Action         *
        Trading Unit - Reduce Directors Term
        in Office - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SUMITOMO BAKELITE CO LTD                                                      Agenda: 700549516
     CUSIP: J77024115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3409400003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *



3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
SUMITOMO CHEMICAL CO LTD                                                      Agenda: 700548336
     CUSIP: J77153120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3401400001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Change Location of                         Mgmt       No Action         *
        Head Office - Change Company Name -
        Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approvre Retirement Bonuses for                               Mgmt       No Action         *
        Directors and Special Payments to
        Continuing Directors and Statutory
        Auditors in Connection with the
        Abolition of Retirement Bonus System

- -------------------------------------------------------------------------------------------------------
SUMITOMO CORP, TOKYO                                                          Agenda: 700532307
     CUSIP: J77282119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: JP3404600003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0



2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SUMITOMO ELECTRIC INDUSTRIES LTD                                              Agenda: 700537749
     CUSIP: J77411114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3407400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 4, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *



3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
SUMITOMO HEAVY INDUSTRIES LTD                                                 Agenda: 700539565
     CUSIP: J77497113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3405400007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Handling of Net Loss, with No                         Mgmt       No Action         *
        Dividends
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SUMITOMO METAL INDUSTRIES LTD, OSAKA                                          Agenda: 700539060
     CUSIP: J77669133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3402200004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the of profit appropriation                           Mgmt       No Action         *
        for No.81 term: dividends for the
        current term as JPY 1.50 per share
2.      Approve the partial amendments to the                         Mgmt       No Action         *
        Company s Articles of Incorporation
3.1     Elect Mr. Hiroshi Shimozuma as a                              Mgmt       No Action         *
        Director
3.10    Elect Mr. Fumio Hombe as a Director                           Mgmt       No Action         *
3.2     Elect Mr. Kunihiko Suemitsu as a                              Mgmt       No Action         *
        Director



3.3     Elect Mr. Gashun Amaya as a Director                          Mgmt       No Action         *
3.4     Elect Mr. Kenjirou Shigematsu as a                            Mgmt       No Action         *
        Director
3.5     Elect Mr. Eiji Sakuta as a Director                           Mgmt       No Action         *
3.6     Elect Mr. Yasutaka Toya as a Director                         Mgmt       No Action         *
3.7     Elect Mr. Tsutomu Andou as a Director                         Mgmt       No Action         *
3.8     Elect Mr. Hiroshi Tomono as a                                 Mgmt       No Action         *
3.9     Elect Mr. Nobusato Suzuki as a                                Mgmt       No Action         *
4.1     Elect Mr. Toshihiko Takeda as a                               Mgmt       No Action         *
        Statutory Auditor
4.2     Elect Mr. Shigeru Sakurai as a                                Mgmt       No Action         *
        Statutory Auditor
4.3     Elect Mr. Eiji Asada as a Statutory                           Mgmt       No Action         *
        Auditor
5.      Approve to offer money to the                                 Mgmt       No Action         *
        deceased Director as a token of
        condolence, in accordance with the
6.      Grant retirement allowances to the                            Mgmt       No Action         *
        Directors, Mr. Hiroshi Shimozuma, Mr.
        Kunihiko Suemitsu, Mr. Gashun Amaya,
        Mr. Kenjirou Shigematsu, Mr. Eiji
        Sakuta, Mr. Yasutaka Toya, Mr. Tsutomu
        Andou, Mr. Hiroshi Tomono, Mr.
        Nobusato Suzuki and Mr. Fumio Hombe
        and the Statutory Auditors, Mr.
        Toshihiko Takeda, Mr. Shigeru Sakurai
        and Mr. Shougo Takai according to the
        Company rule and in connection with
        abolishment of retirement allowances
        system

- -------------------------------------------------------------------------------------------------------
SUMITOMO METAL MINING CO LTD                                                  Agenda: 700537737
     CUSIP: J77712123                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3402600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 6, Special JY 0
2       Amend Articles to: Clarify Director                           Mgmt       No Action         *
        Authorities in Connection with
        Introdution of Executive Officer
        System - Authorize Share Repurchases
        at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *



3.2     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Special Bonus for Family of                           Mgmt       No Action         *
        Deceased Director and Approve
        Retirement Bonuses for Director and
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
SUMITOMO MITSUI FINANCIAL GROUP INC, TOKYO                                    Agenda: 700552311
     CUSIP: J7771X109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3890350006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends on
        Ordinary Shares: Interim JY 0, Final
        JY 3000, Special JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Preferred Share Capital to
        Reflect Conversion of Preferred to
        Ordinary Shares - Authorize Share
        Repurchases at Board s Discretion
3       Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
SUMITOMO REALTY & DEVELOPMENT CO LTD                                          Agenda: 700539705
     CUSIP: J77841112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3409000001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 9, Special JY 0
2       Approve Introduction of New                                   Mgmt       No Action         *
        Compensation System for Directors
        Tied to Company Performance
3       Approve Special Payments to Directors                         Mgmt       No Action         *
        in Connection with Abolition of
        Retirement Bonus System
4       Amend Articles to: Abolish Retirement                         Mgmt       No Action         *
        Bonus System



- -------------------------------------------------------------------------------------------------------
SUMITOMO TRUST & BANKING CO LTD                                               Agenda: 700550139
     CUSIP: J77970101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3405000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends on
        Ordinary Shares: Interim JY 0, Final
        JY 6, Special JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital to Reflect Share
        Repurchase -  Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
TAIHEIYO CEMENT CORP, TOKYO                                                   Agenda: 700560039
     CUSIP: J7923L110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3449020001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 2.5, Special
        JY 0
2       Amend Articles to: Reduce Maximum                             Mgmt       No Action         *
        Board Size - Authorize Share
        Repurchases at Board s Discretion



3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TAISEI CORP                                                                   Agenda: 700536343
     CUSIP: J79561130                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3443600006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 2.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Limit Directors and Internal
        Auditors Legal Liability
3       Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
TAISHO PHARMACEUTICAL CO LTD                                                  Agenda: 700552335
     CUSIP: J79819108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3442800003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 25, Special
        JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
TAIYO YUDEN CO LTD                                                            Agenda: 700549251
     CUSIP: J80206105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: DE0008667379
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors and
        Approve Special Payments to Continuing
        Director and Statutory Auditors in
        Connection with Abolition of
        Retirement Bonus System



- -------------------------------------------------------------------------------------------------------
TAKARA HOLDINGS INC                                                           Agenda: 700556927
     CUSIP: J80733108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3459600007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 7.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TAKASHIMAYA CO LTD                                                            Agenda: 700513509
     CUSIP: J81195125                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: JP3456000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.75, Final JY 3.75,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion

- -------------------------------------------------------------------------------------------------------
TAKEFUJI CORP                                                                 Agenda: 700556004
     CUSIP: J81335101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3463200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 50, Final JY 50, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TAKUMA CO LTD                                                                 Agenda: 700548906
     CUSIP: J81539108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3462600002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0
2       Amend Articles to: Reduce Board Size                          Mgmt       No Action         *
        - Introduce Board of Executive
        Officers - Reduce Directors Term in
        Office - Authorize Share Repurchases
        at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
TDK CORP                                                                      Agenda: 700532333
     CUSIP: J82141136                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3538800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 25, Final JY 30, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4       Authorize Share Repurchase Program                            Mgmt       No Action         *
5.1     Elect Director                                                Mgmt       No Action         *
5.2     Elect Director                                                Mgmt       No Action         *
5.3     Elect Director                                                Mgmt       No Action         *
5.4     Elect Director                                                Mgmt       No Action         *
5.5     Elect Director                                                Mgmt       No Action         *
5.6     Elect Director                                                Mgmt       No Action         *
5.7     Elect Director                                                Mgmt       No Action         *
6       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TEIJIN LTD                                                                    Agenda: 700528334
     CUSIP: J82270117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3544000007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT YOU CAN FURTHER                              Non-       No Action         *
        ACCESS SHAREHOLDER INFORMATION AT:                           Voting
        http://www.teijin.co.jp/english/inves
        tors/index.html



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
TEIKOKU OIL CO LTD                                                            Agenda: 700468906
     CUSIP: J82485103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3540400003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 3, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TERUMO CORP                                                                   Agenda: 700532256
     CUSIP: J83173104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3546800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7, Final JY 9, Special JY 0
2       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s Discretion
        - Streamline Board Structure in
        Connection with Introduction of
        Executive Officer System
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
THK CO LTD                                                                    Agenda: 700544807
     CUSIP: J83345108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/26/2004           ISIN: JP3539250005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7.5, Final JY 7.5, Special
        JY 0



2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors - Reduce Directors Term in
        Office - Authorize Share Repurchases
        at Board s Discretion - Abolish
        Retirement Bonus
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Alternate Internal Statutory                          Mgmt       No Action         *
        Auditor
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
6       Approve Special Payments to                                   Mgmt       No Action         *
        Continuing Directors and Statutory
        Auditors in Connection with Abolition
        of Retirement Bonus System
7       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceilings for Directors
        and Statutory Auditors
8       Approve Executive Stock Option Plan                           Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
TOBU RAILWAY CO LTD                                                           Agenda: 700536305
     CUSIP: J84162148                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3597800006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 2.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TODA CORP (FORMERLY TODA CONSTRUCTION CO LTD)                                 Agenda: 700548386
     CUSIP: J84377100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3627000007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 5, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *



3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *
3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *
3.25    Elect Director                                                Mgmt       No Action         *
3.26    Elect Director                                                Mgmt       No Action         *
3.27    Elect Director                                                Mgmt       No Action         *
3.28    Elect Director                                                Mgmt       No Action         *
3.29    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.30    Elect Director                                                Mgmt       No Action         *
3.31    Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors



- -------------------------------------------------------------------------------------------------------
TOHO CO LTD                                                                   Agenda: 700519361
     CUSIP: J84764117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: JP3598600009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 3
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
TOHOKU ELECTRIC POWER CO INC                                                  Agenda: 700548021
     CUSIP: J85108108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3605400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
10      Amend Articles to Include Language                             Shr       No Action         *
        Promoting Cogeneration
11      Amend Articles to Require Separation                           Shr       No Action         *
        of Thermal Power Business and Nuclear
        Power Business into Separate Business
        Units, and Establish a Multi-Power
        Source Business Unit
12      Amend Articles to Require Withdrawal                           Shr       No Action         *
        from Nuclear Fuel Cycle Project
13      Amend Articles to Require                                      Shr       No Action         *
        Decommissioning of Two Reactors at
        Onagawa Nuclear Power Station
14      Remove Chairman and Representative                             Shr       No Action         *
        Director Toshiaki Yashima from the
        Board



2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 25, Final JY 25, Special
        JY 0
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4       Elect Director                                                Mgmt       No Action         *
5       Shareholder Proposals                                         Mgmt       No Action         *
6       Approve Alternate Income Allocation,                           Shr       No Action         *
        with No Director Bonuses and a Final
        Dividend of JY 30 Per Share
7       Amend Articles to Require Board to                             Shr       No Action         *
        Reflect Contents of Shareholder
        Proposals in the Management of the
        Company
8       Amend Articles to Require Additional                           Shr       No Action         *
        Disclosure Regarding Losses Incurred
        by the Company
9       Amend Articles to Require Disclosure                           Shr       No Action         *
        of Individual Compensation Levels of
        Directors and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
TONENGENERAL SEKIYU K.K., TOKYO                                               Agenda: 700467029
     CUSIP: J8657U110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/26/2004           ISIN: JP3428600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 18, Final JY 18, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Allow Appointment of Alternate
        Statutory Auditors
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
4       Appoint Alternate Statutory Auditor                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TOKYO BROADCASTING SYSTEM INC                                                 Agenda: 700550951
     CUSIP: J86656105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3588600001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 5, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors and Payments to
        Continuing Directors and Statutory
        Auditors in Connection with Abolition
        of Retirement Bonus System
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TOKYO ELECTRIC POWER CO INC                                                   Agenda: 700534301
     CUSIP: J86914108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3585800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
10      Amend Articles to Prohibit Diversion                           Shr       No Action         *
        of Radioactive Substances for Military
        Purposes
11      Amend Articles to Require Phase Out                            Shr       No Action         *
        of Nuclear Facilities
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 30, Final JY 30, Special
        JY 0
3       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Reduce Maximum Board Size -
        Authorize Share Repurchases at
        Board s Discretion
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



4.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.6     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.7     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors
6       Shareholder Proposals                                         Mgmt       No Action         *
7       Approve Alternate Allocation of                                Shr       No Action         *
8       Amend Articles of Incorporation to                             Shr       No Action         *
        Create Investment Business Risk
        Assessment Committee
9       Amend Articles to Create Obligation                            Shr       No Action         *
        to Meet Legal Targets for Power Volume
        Generated by Natural Energy

- -------------------------------------------------------------------------------------------------------
TOKYO ELECTRON LTD                                                            Agenda: 700528966
     CUSIP: J86957115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: JP3571400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 4, Final JY 6, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Appoint External Auditors                                     Mgmt       No Action         *



6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor
7       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors
8       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TOKYO GAS CO LTD                                                              Agenda: 700532268
     CUSIP: J87000105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3573000001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3, Final JY 4, Special JY 0
2       Amend Articles to: Allow Appointment                          Mgmt       No Action         *
        of Alternate Statutory Auditors -
        Authorize Share Repurchases at
        Board s Discretion
3       Authorize Share Repurchase Program                            Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.12    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor



- -------------------------------------------------------------------------------------------------------
TOKYU CORP                                                                    Agenda: 700548437
     CUSIP: J88720123                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3574200006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Handling of Net Loss, with a                          Mgmt       No Action         *
        Final Dividend of JY 5
2       Amend Articles to: Amend Business                             Mgmt       No Action         *
        Lines - Authorize Share Repurchases at
        Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
TOPPAN PRINTING CO LTD                                                        Agenda: 700547257
     CUSIP: J89322119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3629000005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 9, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion -
        Limit Directors and Internal
        Auditors Legal Liability
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *



3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *
3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *
3.25    Elect Director                                                Mgmt       No Action         *
3.26    Elect Director                                                Mgmt       No Action         *
3.27    Elect Director                                                Mgmt       No Action         *
3.28    Elect Director                                                Mgmt       No Action         *
3.29    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.30    Elect Director                                                Mgmt       No Action         *
3.31    Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
TORAY INDUSTRIES INC                                                          Agenda: 700528423
     CUSIP: J89494116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3621000003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2.5, Final JY 3, Special
        JY 0



2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.18    Elect Director                                                Mgmt       No Action         *
3.19    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.20    Elect Director                                                Mgmt       No Action         *
3.21    Elect Director                                                Mgmt       No Action         *
3.22    Elect Director                                                Mgmt       No Action         *
3.23    Elect Director                                                Mgmt       No Action         *
3.24    Elect Director                                                Mgmt       No Action         *
3.25    Elect Director                                                Mgmt       No Action         *
3.26    Elect Director                                                Mgmt       No Action         *
3.27    Elect Director                                                Mgmt       No Action         *
3.28    Elect Director                                                Mgmt       No Action         *
3.29    Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.30    Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors




                                                                        
- -------------------------------------------------------------------------------------------------------
TOSHIBA CORP                                                                  Agenda: 700530024
     CUSIP: J89752117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3592200004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
2.1     Elect Director                                                Mgmt       No Action         *
2.10    Elect Director                                                Mgmt       No Action         *
2.11    Elect Director                                                Mgmt       No Action         *
2.12    Elect Director                                                Mgmt       No Action         *
2.13    Elect Director                                                Mgmt       No Action         *
2.14    Elect Director                                                Mgmt       No Action         *
2.2     Elect Director                                                Mgmt       No Action         *
2.3     Elect Director                                                Mgmt       No Action         *
2.4     Elect Director                                                Mgmt       No Action         *
2.5     Elect Director                                                Mgmt       No Action         *
2.6     Elect Director                                                Mgmt       No Action         *
2.7     Elect Director                                                Mgmt       No Action         *
2.8     Elect Director                                                Mgmt       No Action         *
2.9     Elect Director                                                Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TOSOH CORP                                                                    Agenda: 700537927
     CUSIP: J90096116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3595200001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 5, Special JY 0
2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors -    Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
TOSTEM INAX HOLDING CORP                                                      Agenda: 700545188
     CUSIP: J9011R108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3626800001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 20, Final JY 20, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Reduce Share Trading Unit -
        Change Company Name to JS Group Corp.
        - Authorize Share Repurchases at Board s
        Discretion
3       Approve Executive Stock Option Plan                           Mgmt       No Action         *
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *



4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TOTO LTD                                                                      Agenda: 700547485
     CUSIP: J90268103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3596200000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5.5, Final JY 5.5, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.15    Elect Director                                                Mgmt       No Action         *
3.16    Elect Director                                                Mgmt       No Action         *
3.17    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *



3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
TOYOBO CO LTD                                                                 Agenda: 700561283
     CUSIP: J90741133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3619800000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 5, Special JY 0
2       Amend Articles to: Reduce Directors                           Mgmt       No Action         *
        Term in Office - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *



3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TOYODA GOSEI CO LTD                                                           Agenda: 700539921
     CUSIP: J91128108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3634200004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7.5, Final JY 8.5, Special
        JY 0
2       Authorize Share Repurchase Program                            Mgmt       No Action         *
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.12    Elect Director                                                Mgmt       No Action         *
4.13    Elect Director                                                Mgmt       No Action         *
4.14    Elect Director                                                Mgmt       No Action         *
4.15    Elect Director                                                Mgmt       No Action         *
4.16    Elect Director                                                Mgmt       No Action         *
4.17    Elect Director                                                Mgmt       No Action         *
4.18    Elect Director                                                Mgmt       No Action         *
4.19    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.20    Elect Director                                                Mgmt       No Action         *
4.21    Elect Director                                                Mgmt       No Action         *
4.22    Elect Director                                                Mgmt       No Action         *
4.23    Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *



4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Appoint External Auditors                                     Mgmt       No Action         *
7       Approve Executive Stock Option Plan                           Mgmt       No Action         *
8       Approve Special Bonus for Family of                           Mgmt       No Action         *
        Deceased Statutory Auditor and
        Retirement Bonuses for Directors

- -------------------------------------------------------------------------------------------------------
TOYO SEIKAN KAISHA LTD                                                        Agenda: 700557967
     CUSIP: J92289107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3613400005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.75, Final JY 6.25,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *



3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Special Bonus for Family of                           Mgmt       No Action         *
        Deceased Statutory Auditor and Approve
        Retirement Bonuses for Directors and
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
TOYOTA INDUSTRIES CORP                                                        Agenda: 700539034
     CUSIP: J92628106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: JP3634600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.126 term: dividends for the current
        term has been proposed as JPY 12 per
        share JPY 24 on a yearly
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation, and authorize the
        Company to purchase its own shares
        upon a resolution of the Board of
        Directors in accordance with
        Commercial Code 211-3
3.1     Elect Mr. Shigetaka Mitomo as a                               Mgmt       No Action         *
        Statutory Auditor
3.2     Elect Mr. Kousuke Ikebuchi as a                               Mgmt       No Action         *
        Statutory Auditor
3.3     Elect Mr. Masaaki Furukawa as a                               Mgmt       No Action         *
        Statutory Auditor
4.      Approve the assignment of free                                Mgmt       No Action         *
        subscription rights, and the Company
        to give free share subscription
        rights to its Directors and Employees
        as stock option in accordance with
        Commercial Code 280-20 and 280-21
5.      Approve the consolatory payments to                           Mgmt       No Action         *
        the Deceased Director and Grant
        retirement allowances to the
        Statutory Auditor Mr. Hiroshi Makino
        according to the Company rule

- -------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORP                                                             Agenda: 700539387
     CUSIP: J92676113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3633400001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1       Management Proposals                                          Mgmt       No Action         *
10      Amend Articles of Incorporation to                             Shr       No Action         *
        Require Disclosure of Individual
        Compensation Levels of
        Directors and Statutory Auditors
11      Amend Articles of Incorporation to                             Shr       No Action         *
        Prohibit Corporate Donations to
        Political Parties and Political
        Fundraising Groups
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 20, Final JY 25, Special
        JY 0
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.10    Elect Director                                                Mgmt       No Action         *
4.11    Elect Director                                                Mgmt       No Action         *
4.12    Elect Director                                                Mgmt       No Action         *
4.13    Elect Director                                                Mgmt       No Action         *
4.14    Elect Director                                                Mgmt       No Action         *
4.15    Elect Director                                                Mgmt       No Action         *
4.16    Elect Director                                                Mgmt       No Action         *
4.17    Elect Director                                                Mgmt       No Action         *
4.18    Elect Director                                                Mgmt       No Action         *
4.19    Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.20    Elect Director                                                Mgmt       No Action         *
4.21    Elect Director                                                Mgmt       No Action         *
4.22    Elect Director                                                Mgmt       No Action         *
4.23    Elect Director                                                Mgmt       No Action         *
4.24    Elect Director                                                Mgmt       No Action         *
4.25    Elect Director                                                Mgmt       No Action         *



4.26    Elect Director                                                Mgmt       No Action         *
4.27    Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
4.4     Elect Director                                                Mgmt       No Action         *
4.5     Elect Director                                                Mgmt       No Action         *
4.6     Elect Director                                                Mgmt       No Action         *
4.7     Elect Director                                                Mgmt       No Action         *
4.8     Elect Director                                                Mgmt       No Action         *
4.9     Elect Director                                                Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Authorize Share Repurchase Program                            Mgmt       No Action         *
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Special Bonus for Family
        of Deceased Director
8       Shareholder Proposals                                         Mgmt       No Action         *
9       Approve Alternate Allocation of                                Shr       No Action         *
        Income, with a Final Dividend of JY 40
        Per Share

- -------------------------------------------------------------------------------------------------------
TREND MICRO INC, TOKYO                                                        Agenda: 700461041
     CUSIP: J9298Q104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: JP3637300009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 14, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Amend Stock Option Plans Approved in                          Mgmt       No Action         *
        2001, 2002, and 2003
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
UFJ HOLDINGS INC, TOKYO                                                       Agenda: 700542144
     CUSIP: J9400N106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3944300007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Retained                                Mgmt       No Action         *
        Earnings, with No Dividends on
        Ordinary Shares



2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Preferred Share Capital to
        Reflect Conversion of Preferred to
        Ordinary Shares - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
UNI-CHARM CORP                                                                Agenda: 700550824
     CUSIP: J94104114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3951600000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 14, Final JY 14, Special
        JY 0
2       Amend Articles to: Expand Business                            Mgmt       No Action         *
        Lines - Clarify Director Authorities
        in Connection with the Introduction of
        Executive Officer System - Authorize
        Share Repurchases at Board s
        Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *



5       Approve Executive Stock Option Plan                           Mgmt       No Action         *
6       Approve Retirement Bonus for                                  Mgmt       No Action         *
        Statutory Auditor

- -------------------------------------------------------------------------------------------------------
U N Y CO LTD (UNY CO LTD)                                                     Agenda: 700510844
     CUSIP: J94368149                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: JP3949600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 9, Final JY 9, Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
3.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditor

- -------------------------------------------------------------------------------------------------------
USS CO LTD, TOKAI                                                             Agenda: 700537876
     CUSIP: J9446Z105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3944130008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 25, Final JY 25, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *



3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Approve Executive Stock Option Plan                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
WACOAL CORP                                                                   Agenda: 700547106
     CUSIP: J94632114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3992400006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 15, Special
        JY 0
2       Amend Articles to: Decrease                                   Mgmt       No Action         *
        Authorized Capital to Reflect -Share
        Repurchase - Authorize Share
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Director and Statutory Auditors

- -------------------------------------------------------------------------------------------------------
WEST JAPAN RAILWAY COMPANY                                                    Agenda: 700530012
     CUSIP: J95094108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: JP3659000008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 2500, Final JY 2500,
        Special JY 1500
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion



3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
WORLD CO LTD                                                                  Agenda: 700538169
     CUSIP: J95171104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3990200002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 14, Final JY 19, Special
        JY 0
2       Amend Articles to: Authorize                                  Mgmt       No Action         *
        Appointment of Alternate Statutory
        Auditors - Authorize Share Repurchases
        at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Alternate Statutory Auditor                           Mgmt       No Action         *
5       Approve Executive Stock Option Plan                           Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
YAKULT HONSHA CO LTD                                                          Agenda: 700539779
     CUSIP: J95468120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3931600005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Management Proposals                                          Mgmt       No Action         *
2       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 7.5, Final JY 7.5, Special
        JY 0
3       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.5     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.6     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Statutory Auditors
7       Shareholder Proposals                                         Mgmt       No Action         *
8.1     Elect a Shareholder Nominee to the                             Shr       No Action         *
        Board
8.2     Elect a Shareholder Nominee to the                             Shr       No Action         *
        Board

- -------------------------------------------------------------------------------------------------------
YAMADA DENKI CO LTD                                                           Agenda: 700527267
     CUSIP: J95534103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3939000000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 11, Special
        JY 1
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *



3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *
3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors

- -------------------------------------------------------------------------------------------------------
YAMAHA CORP                                                                   Agenda: 700533359
     CUSIP: J95732103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3942600002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 5, Final JY 10, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *



4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonus for Director                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
YAMAHA MOTOR CO LTD                                                           Agenda: 700537129
     CUSIP: J95776126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3942800008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT FURTHER INFORMATION                          Non-       No Action         *
        CAN BE ACCESSED AT THE FOLLOWING                             Voting
        HYPERLINK:  http://www.yamaha-
        motor.co.jp/global/profile/ir/report/
        index.html
1.      Approve the profit appropriation for                          Mgmt       No Action         *
        No.69 terms: JPY 7 per share JP 12 on
        yearly basis as the dividends for the
        current term
2.      Amend the Company s Articles of                               Mgmt       No Action         *
        Incorporation: FY end reporting to be
        changed to 31 DEC; approve the Company
        to purchase its own shares upon a
        resolution of the Board of Directors
        in accordance with the Commercial Code
        211-3
3.1     Elect Mr. TSuneji Togami as a                                 Mgmt       No Action         *
3.2     Elect Mr. Shuuji Itou as a Director                           Mgmt       No Action         *
3.3     Elect Mr. Yukio Suganuma as a                                 Mgmt       No Action         *
3.4     Elect Mr. Shouhei Katou as a Director                         Mgmt       No Action         *
4.      Elect Mr. Kazuyoshi Nakona as a                               Mgmt       No Action         *
        Statutory Auditor
5.      Approve to give free share                                    Mgmt       No Action         *
        subscription rights to Directors,
        Executives and Employees of the
        Company, its subsidiaries and
        Companies to which the equity method
        is applicable as stock option in
        accordance with Commercial Code 280-
        20 and 280-21
6.1     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Makio Ooshio retired during the
        current term according to the Company
        rule
6.2     Grant retirement allowances to Mr.                            Mgmt       No Action         *
        Masahiko Shibuya retired during the
        current term according to the Company
        rule



- -------------------------------------------------------------------------------------------------------
YAMANOUCHI PHARMACEUTICAL CO LTD                                              Agenda: 700534553
     CUSIP: J96216122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: JP3942400007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 15, Final JY 16, Special
        JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3       Approve Merger Agreement with                                 Mgmt       No Action         *
        Fujisawa Pharmaceutical Co.
4.1     Elect Director                                                Mgmt       No Action         *
4.2     Elect Director                                                Mgmt       No Action         *
4.3     Elect Director                                                Mgmt       No Action         *
5.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
6       Approve Executive Stock Option Plan                           Mgmt       No Action         *
7       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
YAMATO TRANSPORT CO LTD, TOKYO                                                Agenda: 700550759
     CUSIP: J96612114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: JP3940000007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 8, Final JY 10, Special
        JY 0
2       Amend Articles to: Reduce Board Size                          Mgmt       No Action         *
        - Streamline Board Structure -
        Authorize Share Repurchases at Board
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *



3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors and Statutory Auditors and
        Payments to Continuing Directors and
        Auditors in Connection with Abolition
        of Retirement

- -------------------------------------------------------------------------------------------------------
YAMAZAKI BAKING CO LTD                                                        Agenda: 700469100
     CUSIP: J96656103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: JP3935600001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 0, Final JY 12, Special
        JY 0
2       Amend Articles to: Cancel Year-End                            Mgmt       No Action         *
        Closure of Shareholder Register -
        Authorize Share Repurchases at Board s
        Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.10    Elect Director                                                Mgmt       No Action         *
3.11    Elect Director                                                Mgmt       No Action         *
3.12    Elect Director                                                Mgmt       No Action         *
3.13    Elect Director                                                Mgmt       No Action         *
3.14    Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
3.3     Elect Director                                                Mgmt       No Action         *
3.4     Elect Director                                                Mgmt       No Action         *
3.5     Elect Director                                                Mgmt       No Action         *
3.6     Elect Director                                                Mgmt       No Action         *
3.7     Elect Director                                                Mgmt       No Action         *



3.8     Elect Director                                                Mgmt       No Action         *
3.9     Elect Director                                                Mgmt       No Action         *
4       Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Retirement Bonuses for                                Mgmt       No Action         *
        Directors

- -------------------------------------------------------------------------------------------------------
YOKOGAWA ELECTRIC CORP                                                        Agenda: 700541926
     CUSIP: J97272124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: JP3955000009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1       Approve Allocation of Income,                                 Mgmt       No Action         *
        Including the Following Dividends:
        Interim JY 3.75, Final JY 3.75,
        Special JY 0
2       Amend Articles to: Authorize Share                            Mgmt       No Action         *
        Repurchases at Board s Discretion
3.1     Elect Director                                                Mgmt       No Action         *
3.2     Elect Director                                                Mgmt       No Action         *
4.1     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.2     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.3     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
4.4     Appoint Internal Statutory Auditor                            Mgmt       No Action         *
5       Approve Special Payments to                                   Mgmt       No Action         *
        Continuing Directors and Statutory
        Auditors in Conection with The
        Abolition of Retirement Bonus System
6       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Directors
7       Approve Adjustment to Aggregate                               Mgmt       No Action         *
        Compensation Ceiling for Statutory
        Auditors

- -------------------------------------------------------------------------------------------------------
A.P. MOELLER - MAERSK A/S                                                     Agenda: 700489950
     CUSIP: K0514G101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: DK0010244508
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN



        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Receive a report to be made on the                            Mgmt       No Action         *
        activities of the Company during the
        past FY
B.      Approve the audited report                                    Mgmt       No Action         *
C.      Grant discharge to the Directors from                         Mgmt       No Action         *
        their obligations
D.      Approve the amount of the dividend                            Mgmt       No Action         *
        and the distribution of the surplus
E.1     Re-elect Mr. Poul J. Svanholm as a                            Mgmt       No Action         *
        Director
E.2     Re-elect Mr. Ane Maersk Mc-Kinney                             Mgmt       No Action         *
        Uggla as a Director
E.3     Re-elect Mr. Lars Kann-Rasmussen as a                         Mgmt       No Action         *
        Director
E.4     Re-elect Mr. Jan Leschly as a                                 Mgmt       No Action         *
E.5     Re-elect Mr. Jens Erik Skovrider-                             Mgmt       No Action         *
        Madsen as a Director
E.6     Re-elect Mr. Henrik Lorensen Solmer                           Mgmt       No Action         *
        as a Director
F.      Re-elect the state authorized public                          Mgmt       No Action         *
        account Soren Thorup Sorensen, KPMG
        C. Jespersen Statsautoriseret
        Revisionsinteressentskab and state
        authorized public accountant Gert
        Fisker Tomczyk, Grant Thornton
        Statsautoriseret Revisionskieselskab
G.1     Authorize the Company, pursuant to                            Mgmt       No Action         *
        the Danish Companies Act, Article 48,
        to acquire own shares of a nominal
        value up to 10% of the Company s share
        capital and the price must not deviate
        by more than 10% from the price quoted
        on the Copenhagen Stock Exchange on
        the date of purchase; Authority
        expires at the next AGM
G.2     Amend the Articles of Association: a)                         Mgmt       No Action         *
        by deleting and replacing Article 3,
        3rd sentence with a new sentence; b)
        by deleting and replacing Article 6,
        7th sentence with a new sentence

- -------------------------------------------------------------------------------------------------------
DANSKE BANK AS                                                                Agenda: 700460140
     CUSIP: K22272114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/23/2004           ISIN: DK0010274414
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK
a.      Receive the annual report for                                 Mgmt       No Action         *
        adoption; and grant discharge to the
        Board of Directors and the Executive
        Board and approve the allocation of
        profits or for the cover of losses
        according to the adopted annual
        report and approve to pay the
        dividend of DKK 6.55 out for each
b.1     Re-elect Mr. Jorgen Nue Moller as a                           Mgmt       No Action         *
        Member of the Board of Director, who
        retires in accordance with Article 15
        of the Articles of Association
b.2     Re-elect Mr. Niels Eilschou Holm as a                         Mgmt       No Action         *
        Member of the Board of Director, who
        retires in accordance with Article
        15 of the Articles of Association
b.3     Re-elect Mr. Peter Hojland as a                               Mgmt       No Action         *
        Member of the Board of Director, who
        retires in accordance with Article 15
        of the Articles of Association
b.4     Re-elect Mr. Majken Schultz as a                              Mgmt       No Action         *
        Member of the Board of Director, who
        retires in accordance with Article 15
        of the Articles of Association
c.      Re-appoint, in accordance with                                Mgmt       No Action         *
        Article 21 of the Articles of
        Association, Grant Thornton,
        Statsautoriseret Revisionsaktieselskab
        and KPMG C.Jespersen, Statsautoriseret
        Revisionsinteressentskab as the
d.      Authorize the Company to acquire own                          Mgmt       No Action         *
        shares by way of ownership or pledge
        up to an aggregate nominal value of
        10% of the share capital in
        accordance with Section 48 of the
        Danish Companies Act; if shares are
        acquired in ownership, the purchase
        price must not diverge from the price
        quoted on the Copenhagen Stock
        Exchange at the time of acquisition



e.      Approve to reduce the share capital                           Mgmt       No Action         *
        by a nominal amount of DKK
        394,100,970 through cancellation of
        shares, as a result of the Bank
        having bought back own shares in 2003
        under its share buy-back programme;
        the Bank s purchase price amounted to
        DKK 5bn, corresponding to an average
        purchase price of DKK 126.87 for
        each share of DKK 10; amend the
        wording of Article 4, paragraph 1 of
        the Bank s Articles of Association
f.      Amend the Articles of Association: by                         Mgmt       No Action         *
        cancelling the last sentence of
        Article 14, paragraph 3; by amending
        Article 14, paragraph 3; and by
        amending Article 17, paragraph 2
g.      Any other business                                           Other       No Action         *

- -------------------------------------------------------------------------------------------------------
GROUP 4 FALCK A/S                                                             Agenda: 700475254
     CUSIP: K40355115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: DK0010291699
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK
a.      Receive the Board of Directors                                Mgmt       No Action         *
        report on the activities of the
        Company during the past year
b.      Receive and adopt the audited annual                          Mgmt       No Action         *
        report for 2003 and discharge the
        Board of Directors and the Executive
        Management Board from their
        obligations for the past financial
c.      Approve the allocation of the profit                          Mgmt       No Action         *
        according to the adopted report that
        out of the profit for the year of DKK
        415 million, dividend be paid in the
        amount of DKK 35 million, equivalent
        to 8% of the nominal share value,
        while the remaining profit of DKK 380
        million be transferred to reserves
d.1     Elect Mr. Jorgen Philip-Sorensen as                           Mgmt       No Action         *
        Board of Director



d.2     Elect Mr. Henrik Brandt as a Board of                         Mgmt       No Action         *
        Director
d.3     Elect Sir David Gore-Booth as a Board                         Mgmt       No Action         *
        of Director
d.4     Elect Mr. Waldemar Schmidt as a Board                         Mgmt       No Action         *
        of Director
e.      Authorize the Board of Directors of                           Mgmt       No Action         *
        Group 4 Flack A/S to acquire own
        shares up to 10% of the share capital
        at market price +/- 10% until next
f.      Appoint the Auditors                                          Mgmt       No Action         *
g.      Other business                                               Other       No Action         *

- -------------------------------------------------------------------------------------------------------
GROUP 4 FALCK A/S                                                             Agenda: 700539111
     CUSIP: K40355115                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: DK0010291699
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve to merge the Company s                                Mgmt       No Action         *
        security business with Securicor PLC
        on the terms set out in the merger
        agreement concluded by the Board of
        Directors on 24 FEB 2004
10.     Authorize the Chairman of the EGM                             Mgmt       No Action         *
11.     Receive information on the tender                             Mgmt       No Action         *
        offer from Group 4 Securicor PLC
12.     Any other business Other                                                 No Action         *
2.      Approve to demerge Group 4 Falck A/S                          Mgmt       No Action         *
        under Section 136 of the Danish
        Companies Act, effective 01 JAN 2004,
        to the effect that the security
        business will be demerged into a
        separate Company, Group 4 A/S; and the
        Rescue & Safety and Global Solutions
        (GSL) businesses will concurrently be
        demerged into a separate Company,
        Falck A/S



3.      Elect the Members of the Board of                             Mgmt       No Action         *
        Directors of Group 4 A/S
4.      Elect the Members of the Board of                             Mgmt       No Action         *
        Directors of Falck A/S
5.      Appoint the Auditors of Group 4 A/S                           Mgmt       No Action         *
6.      Appoint the Auditors of Falck A/S                             Mgmt       No Action         *
7.      Authorize the Board of Directors of                           Mgmt       No Action         *
        Group 4 A/S to acquire up to 10%
        treasury shares
8.      Authorize the Board of Directors of                           Mgmt       No Action         *
        Falck A/S to acquire up to 10%
        treasury shares
9.      Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to implement the
        resolutions passed by the general
        meeting with respect to the merger
        and the demerger, of agenda items 1
        and 2, and resolutions passed under
        agenda items 3-8 and to file such
        resolutions with the Danish Commerce
        and Companies Agency

- -------------------------------------------------------------------------------------------------------
ISS A/S                                                                       Agenda: 700470812
     CUSIP: K5053D104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: DK0010267046
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND EXECUTE
        YOUR VOTING INSTRUCTIONS IN THIS
        MARKET. ABSENCE OF A POA, MAY CAUSE
        YOUR INSTRUCTIONS TO BE REJECTED.
        SHOULD YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP.
1.      Approve the Directors report                                  Mgmt       No Action         *
10.     Any other business                                           Other       No Action         *
2.      Approve the 2003 audited annual                               Mgmt       No Action         *
3.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors and the Board of Management
4.      Approve the dividend of DKK 4 per                             Mgmt       No Action         *
        share to be paid to the shareholders
        and the remaining profit of DKK 109
        million be transferred to the



5.      Authorize the Board of Directors                              Mgmt       No Action         *
        pursuant to Section 48 of the
        Companies Act to allow the Company or
        its wholly owned subsidiaries to
        acquire shares in the Company up to
        10% of the share capital
6.a     Approve to delete subsections 2 and 6                         Mgmt       No Action         *
        in paragraph 6 and Appendix 2 in the
        Articles of Association
6.b     Approve to increase the fee to the                            Mgmt       No Action         *
        Board of Directors from annually DKK
        250,000 to DKK 300,000
7.      Authorize the Board of Directors to                           Mgmt       No Action         *
        issue employee shares of up to DKK
        8,000,000 par valued during the
        period up to 31 MAR 2009
8.1     Re-elect Mr. Tom Knutzen                                      Mgmt       No Action         *
8.2     Re-elect Mr. Sven Riskaer                                     Mgmt       No Action         *
8.3     Elect Ms. Karin Verland                                       Mgmt       No Action         *
9.      Re-elect the Auditors                                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NOVO-NORDISK A/S (VORMALS NOVO INDUSTRI A/S)                                  Agenda: 700461750
     CUSIP: K7314N145                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/16/2004           ISIN: DK0010280817
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND EXECUTE
        YOUR VOTING INSTRUCTIONS IN THIS
        MARKET. ABSENCE OF A POA, MAY CAUSE
        YOUR INSTRUCTIONS TO BE REJECTED.
        SHOULD YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP.
1.      Receive the Board of Directors                                Mgmt       No Action         *
        report on the Company s activities in
        the past FY
10.     Miscellaneous                                                Other       No Action         *
2.      Receive the audited annual report                             Mgmt       No Action         *
3.      Adopt the audited annual report,                              Mgmt       No Action         *
        including discharge of Management and
        the Board of Directors from their
        obligations



4.      Approve to apply the profits                                  Mgmt       No Action         *
        according to the adopted annual
5.      Re-elect Pricewaterhouse-Coopers and                          Mgmt       No Action         *
        Ernst & Young, state-authorised
        public accountants as the Auditors
6.      Amend the Article 3 regarding                                 Mgmt       No Action         *
        modernization of the objects clause;
        Article 4(a) regarding specification
        of the Board of Directors
        authorization to increase the share
        capital and extension of the Board of
        Directors authorization from 19 MAR
        2006 to 15 MAR 2009; Article 8(e)
        regarding change of the notification
        requirement to the AGM to 2 national
        daily newspapers; Article 10(e)
        regarding abolishment of the
        requirement for the approval of the
        AGM in case of the amalgamation of the
        Company and other Company; Article
        12(3) regarding abolishment of the
        provision on discharge of the
        Management and the Board of Directors
        from their obligations (Management s
        and the Board of Directors exempt from
        liability); Article 14 regarding
        reduction of the Board of Directors
        term of office from 3 years to 1 year;
        Article 20 regarding the reduction of
        the number of the Auditors from 2 to 1
        when legislation so permits
7.1     Re-elect Mr. Mads Ovlisen as the                              Mgmt       No Action         *
        Member to the Board of Directors
7.2     Re-elect Mr. Kurt Anker Nielsen as                            Mgmt       No Action         *
        the Member to the Board of Directors
7.3     Re-elect Mr. Kurt Briner as the                               Mgmt       No Action         *
        Member to the Board of Directors
7.4     Re-elect Mr. Niels Jacobsen as the                            Mgmt       No Action         *
        Member to the Board of Directors
7.5     Re-elect Mr. Ulf J. Johansson as the                          Mgmt       No Action         *
        Member to the Board of Directors
7.6     Re-elect Mr. Sten Scheibye as the                             Mgmt       No Action         *
        Member to the Board of Directors
7.7     Re-elect Mr. Jorgen Wedel as the                              Mgmt       No Action         *
        Member to the Board of Directors
8.      Authorize the Board of Directors, to                          Mgmt       No Action         *
        allow the Company to acquire own
        shares of up to 10% of the share
        capital at a price quoted on the date
        of purchase with a deviation up to
        10%, pursuant to Article 48 of the
        Danish Companies Act; Authority expire
        at the next AGM



9.      Authorize the Chairman of the AGM                             Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
NOVOZYMES A/S                                                                 Agenda: 700461457
     CUSIP: K7317J117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/17/2004           ISIN: DK0010272129
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND EXECUTE
        YOUR VOTING INSTRUCTIONS IN THIS
        MARKET. ABSENCE OF A POA, MAY CAUSE
        YOUR INSTRUCTIONS TO BE REJECTED.
        SHOULD YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP.
1.      Receive the Board of Directors                                Mgmt       No Action         *
        report on the Company s activities in
        the past FY
2.      Receive and approve the audited                               Mgmt       No Action         *
        annual report including discharge of
        the Management and the Board of
        Directors from their obligations
3.      Approve to distribute the profit or                           Mgmt       No Action         *
        cover the loss according to the
        adopted annual report; and approve
        the dividend of DKK 3.15 per DKK 10
        A/B share
4.      Appoint PricewaterhouseCoopers and                            Mgmt       No Action         *
        Ernst & Young Statsautoriseret
        Revisionsaktieselskab as the Auditors
5.a     Amend the Articles of Association: a)                         Mgmt       No Action         *
        Article 3: for modernization of the
        Company purposes; b) Article 4: by
        reducing the share capital with a
        total nominal value of DKK 28,388,320
        by cancellation of part of the Company s
        holding of own B shares, and the
        amount paid to the shareholders when
        the Company bought the shares which
        are now sought cancelled, and in total
        the Company paid DKK 493,616,108 for
        the shares, in addition the specified
        nominal amount, the shareholders have
        received a total of DKK 465,227,788,
        and after the reduction, the share
        capital will amount to a nominal value
        of DKK 726,000,000 divided into an A
        share capital of DKK 107,487,200 and a
        B share capital of DKK 618,512,800; by
        extending the



        existing authorizations for the Board
        of Directors to increase the share
        capital, so that the authorizations
        become valid till 16 MAR 2009; by
        insertion of new authorization valid
        till 16 MAR 2009 for the Board of
        Directors to increase the share
        capital in one or more stages by
        issuing B shares of up to DKK
        20,000,000 with the purpose of
        offering, without granting pre-
        emptive subscription rights to
        existing shareholders, the employees
        of the Company or its subsidiaries
        shares at a price lower than the
        market price of the B shares, such B
        shares shall be issued to bearer, be
        negotiable instruments and subject to
        all further provisions in the Articles
        of Association; c) Article 8: by the
        replacement of the requirement for
        announcing the Annual Shareholder
        Meeting and by insertion of provision
        on electronic communication between
        the Company and its shareholders; d)
        Article 10.e by the cancellation of
        provision demanding a special majority
        of the votes in the case the Company
        merges with another Company; e)
        Article 14.a by reducing the election
        period for Members of the Board of
        Directors
5.b     Amend the Articles of Association:                            Mgmt       No Action         *
        Article 4: by reducing the share
        capital with a total nominal value of
        DKK 28,388,320 by cancellation of part
        of the Company s holding of own B
        shares, and the amount paid to the
        shareholders when the Company bought
        the shares which are now sought
        cancelled, and in total the Company
        paid DKK 493,616,108 for the shares,
        in addition the specified nominal
        amount, the shareholders have received
        a total of DKK 465,227,788, and after
        the reduction, the share capital will
        amount to a nominal value of DKK
        726,000,000 divided into an A share
        capital of DKK 107,487,200 and a B
        share capital of DKK 618,512,800; by
        extending the existing authorizations
        for the Board of Directors to increase
        the share capital, so that the
        authorizations become valid till 16
        MAR 2009; by insertion of new
        authorization valid till 16 MAR 2009
        for the Board of



        Directors to increase the share
        capital in one or more stages by
        issuing B shares of up to DKK
        20,000,000 with the purpose of
        offering, without granting pre-
        emptive subscription rights to
        existing shareholders, the employees
        of the Company or its subsidiaries
        shares at a price lower than the
        market price of the B shares, such B
        shares shall be issued to bearer, be
        negotiable instruments and subject to
        all further provisions
5.c     Amend the Articles of Association:                            Mgmt       No Action         *
        Article 8: by the replacement of the
        requirement for announcing the Annual
        Shareholder Meeting and by insertion
        of provision on electronic
        communication between the Company and
        its shareholders
5.d     Amend the Articles of Association:                            Mgmt       No Action         *
        Article 10.e by the cancellation of
        provision demanding a special majority
        of the votes in the case the Company
        merges with another Company; e)
        Article 14.a by reducing the election
        period for Members of the Board of
        Directors elected by the Shareholders
        from 3 years to 1 year; and f) minor
        charges
5.e     Amend the Articles of Association:                            Mgmt       No Action         *
        Article 14.a by reducing the election
        period for Members of the Board of
        Directors elected by the Shareholders
        from 3 years to 1 year; and f) minor
        charges
5.f     Amend the Articles of Association:                            Mgmt       No Action         *
        minor charges
6.a     Re-elect, subject to the adoption of                          Mgmt       No Action         *
        the change in the Articles of
        Association concerning a reduction of
        the election period for the Board
        Members, Mr. Henrik Gurtler as a
        Member of the Board of Directors
6.b     Re-elect, subject to the adoption of                          Mgmt       No Action         *
        the change in the Articles of
        Association concerning a reduction of
        the election period for the Board
        Members, Mr. Kurt Anker Nielsen as a
        Member of the Board of Directors
6.c     Re-elect, subject to the adoption of                          Mgmt       No Action         *
        the change in the Articles of
        Association concerning a reduction of
        the election period for the Board
        Members, Mr. Paul Petter Aas as a
        Member of the Board of Directors



6.d     Re-elect, subject to the adoption of                          Mgmt       No Action         *
        the change in the Articles of
        Association concerning a reduction of
        the election period for the Board
        Members, Mr. Jerker Hartwall as a
        Member of the Board of Directors
6.e     Re-elect, subject to the adoption of                          Mgmt       No Action         *
        the change in the Articles of
        Association concerning a reduction of
        the election period for the Board
        Members, Mr. Walther Thygesen as a
        Member of the Board of Directors
6.f     Re-elect, subject to the adoption of                          Mgmt       No Action         *
        the change in the Articles of
        Association concerning a reduction of
        the election period for the Board
        Members, Mr. Hans Werdelin as a
        Member of the Board of Directors
7.      Authorize the Board of Directors,                             Mgmt       No Action         *
        until the next Annual Shareholder
        Meeting, to let the Company acquire
        own shares of up to 10% of the share
        capital at the price quoted on the
        date of purchase with a deviation of
        up to 10% of Section 48 of the Danish
        Public Companies Act
8.      Other business                                               Other       No Action         *

- -------------------------------------------------------------------------------------------------------
TDC A/S  (EX?: TELE DANMARK AS)                                               Agenda: 700463817
     CUSIP: K94545108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/29/2004           ISIN: DK0010253335
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND EXECUTE
        YOUR VOTING INSTRUCTIONS IN THIS
        MARKET. ABSENCE OF A POA, MAY CAUSE
        YOUR INSTRUCTIONS TO BE REJECTED.
        SHOULD YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP.
1.      Elect the Chairman of the meeting                             Mgmt       No Action         *
10.     Any other business                                           Other       No Action         *
2.      Approve the Board of Directors report                         Mgmt       No Action         *
        on the activities of the Company
        during the preceding year
3.      Receive and adopt the financial                               Mgmt       No Action         *
        statements the annual report



4.      Grant discharge to the Executive                              Mgmt       No Action         *
        Committee and the Board of Directors
        from their obligations in respect of
        the annual report
5.      Approve the appropriation of profit                           Mgmt       No Action         *
        according to the adopted annual
6.1     Re-elect Mr. Thorleif Krarup as a                             Mgmt       No Action         *
        Member and Chairman of the Board of
        Directors, according to Article 14 of
        the Articles of Association
6.10    Elect Mr. William Caldwellas a first                          Mgmt       No Action         *
        alternate to the Members of the Board
        of Directors, according to Article
        14 of the Articles of Association
6.2     Re-elect Mr. Lloyd Kelley as a Member                         Mgmt       No Action         *
        and Vice Chairman of the Board of
        Directors, according to Article 14 of
        the Articles of Association
6.3     Re-elect Mr. James W. Callaway as a                           Mgmt       No Action         *
        Member of the Board of Directors,
        according to Article 14 of the
        Articles of Association
6.4     Re-elect Mr. Larry Boyle as a Member                          Mgmt       No Action         *
        of the Board of Directors, according
        to Article 14 of the Articles of
        Association
6.5     Elect Mr. Jonathan Kiug as a Member                           Mgmt       No Action         *
        of the Board of Directors, according
        to Article 14 of the Articles of
        Association
6.6     Re-elect Mr. Niels Heering as a                               Mgmt       No Action         *
        Member of the Board of Directors,
        according to Article 14 of the
        Articles of Association
6.7     Re-elect Mr. Rick L. Moore as a                               Mgmt       No Action         *
        Member of the Board of Directors,
        according to Article 14 of the
        Articles of Association
6.8     Re-elect Mr. Kurt Anker Nielsen as a                          Mgmt       No Action         *
        Member of the Board of Directors,
        according to Article 14 of the
        Articles of Association
6.9     Elect Mr. Richard McCormick as a                              Mgmt       No Action         *
        first alternate to the Members of the
        Board of Directors, according to
        Article 14 of the Articles of
7.      Re-elect PricewaterhouseCoopers and                           Mgmt       No Action         *
        Ernst & Young, statsautoriseret
        revisionsaktieselskeb, as the
        Auditors of the Company
8.      Amend the Article 40 of the Articles                          Mgmt       No Action         *
        of Association



9.      Authorize the Board of Directors to                           Mgmt       No Action         *
        acquire own shares up to a nominal
        value of 10% of the Companys share
        capital Section 48 of the Danish
        Companies Act; the purchase price for
        such shares may not deviate by more
        than 10% from the price quoted by the
        Copenhagen Stock Exchange at the time
        of acquisition; Authority expires at
        the next AGM

- -------------------------------------------------------------------------------------------------------
VESTAS WIND SYSTEMS A/S                                                       Agenda: 700483124
     CUSIP: K9773J128                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: DK0010268606
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Report from the Board of Directors on                         Mgmt       No Action         *
        the Company s activities during the
        past year
2.      Presentation of the Annual Report,                            Mgmt       No Action         *
        and a resolution to adopt the Annual
3.      Resolution for the application of                             Mgmt       No Action         *
        pro.t or covering of loss according
        to the approved Annual Report.
4.      Resolution for discharge of liability                         Mgmt       No Action         *
        for the Board of Directors and the
        Management
5.      Election of members of the Board of                           Mgmt       No Action         *
        Directors
6.      Appointment of Auditors                                       Mgmt       No Action         *
7.      Proposals, if any from the Board of                           Mgmt       No Action         *
        Directors or the shareholders
        including proposals for authorisation
        of the Company to acquire treasury
        shares. a) In relation to the
        combination of Vestas Wind Systems A/S
        and NEG Micon A/S, the Board of
        Directors proposes that the company s
        registered of.ce as stated in the
        Articles of As- sociation, Article 1
        (2), is changed into the Municipality
        of Randers. (b) The Board of Directors
        requests that the existing authority
        for the Board of Directors in Article
        3 (1) in the Articles of Association
        to increase the share capital is
        prolonged to be in force until 1
        January 2009 instead of 1 January
        2005. (c) With a view to create a
        strong capital base after the
        combination with NEG Micon A/S the
        Board of Directors requests the
        authorisation of the General Meeting
        according to which the Board of
        Directors until the Annual General



        Meeting in 2005 can increase the share
        capital of the Company by up to a
        nominal of DKK 45,000,000.00
        (45,000,000 shares) with pre-emption
        rights for the company s existing
        shareholders. (d) In Article 3a (1)
        the nominal amount of warrants is
        amended from 293,667 to 170,332 as the
        warrants in the existing program to be
        exercised no later than 1 April 2004
        have not been exercised. As a
        consequence of the cessation of the
        warrants, which were exercisable no
        later than 1 April 2004, the provision
        in Article 3a (2) will expire. e) The
        Board of Directors requests the
        authorisation of the General Meeting
        for the Com- pany to acquire treasury
        shares up to a total nominal value of
        10 per cent of the Company s share
        capital, cf. section 48 of the Danish
        Companies Act, in the period up until
        the next Annual General Meeting. The
        payment for the shares must not
        deviate more than 10 per cent from the
        purchase price quoted at the
        Copenhagen Stock Exchange at the time
        of acquisition. The purchase price
        listed on the Copenhagen Stock
        Exchange shall mean the closing price
        at 5.00 p.m. (slutkurs - alle handler
        kl. 17).
8.      Any other business                                           Other       No Action         *

- -------------------------------------------------------------------------------------------------------
VESTAS WIND SYSTEMS A/S                                                       Agenda: 700443233
     CUSIP: K9773J128                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/30/2003          ISIN: DK0010268606
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Authorize the Board of Directors,                             Mgmt       No Action         *
        during the period ending on 31 DEC
        2004, to increase the Company s share
        capital in one or more issues, as the
        Board of Directors may determine,
        without pre-emption rights to the
        Company s existing shareholders, by up
        to a nominal of DKK 40,000,000.00 as
        consideration for the Company s
        acquisition of shares in NEG Micon



- -------------------------------------------------------------------------------------------------------
WILLIAM DEMANT HOLDING                                                        Agenda: 700465835
     CUSIP: K9898W129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: DK0010268440
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND EXECUTE
        YOUR VOTING INSTRUCTIONS IN THIS
        MARKET. ABSENCE OF A POA, MAY CAUSE
        YOUR INSTRUCTIONS TO BE REJECTED.
        SHOULD YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP.
1.      Approve the Directors report on the                           Mgmt       No Action         *
        activities of the Company in the
        preceding year
2.      Receive and approve the audited                               Mgmt       No Action         *
        annual report including the
        consolidated accounts
3.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors and the Management from
        their liabilities
4.      Approve the appropriation of profits                          Mgmt       No Action         *
        of DKK 618 million be transferred to
        the corporate reserves, so that no
        dividend be paid
5.a     Re-elect Mr. Niels Boserup as a                               Mgmt       No Action         *
        Director
5.b     Re-elect Mr. Nils Smedegaard Andersen                         Mgmt       No Action         *
        as a Director
6.      Re-elect Deloitte Statsautoriseret                            Mgmt       No Action         *
        Revisionsaktieselskab and KPMG C.
        Jespersen Statsautoriseret
        Revisionsinteressentskab as the
        Auditors
7.a     Approve to reduce the Company s share                         Mgmt       No Action         *
        capital by a nominal amount of DKK 4
        million of the Company s holding of
        own shares and Article 4.1 of the
        Articles of Association be updated
7.b     Amend Article 7.4.1, item 1, of the                           Mgmt       No Action         *
        Articles of Association
7.c     Authorize the Board of Directors to                           Mgmt       No Action         *
        acquire own shares at a nominal value
        of 10% of the share capital at a price
        not exceeding more than 10% of the
        price quoted at the Copenhagen Stock
        Exchange at the time of
7.d     Authorize the Chairman to make such                           Mgmt       No Action         *
        changes and adjustments adopted at
        the general meeting as well as the
        application for registration with the
        Danish Commerce and Companies Agency
        as may be required by the Danish



        Commerce and Companies Agency on
        registration of adopted changes
8.      Transact any other business                                  Other       No Action         *

- -------------------------------------------------------------------------------------------------------
ARCELOR S A                                                                   Agenda: 700497298
     CUSIP: L0218T101                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: LU0140205948
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Board of                            Mgmt       No Action         *
        the Directors and opinions of the
        Independent Auditor on the annual
        accounts and the consolidated
        accounts for the FY 2003
2.      Approve all elements of the annual                            Mgmt       No Action         *
        accounts for the FY 2003 which show a
        total profit for Arcelor S.A. of EUR
        505,931,497.56
3.      Approve all the elements of the                               Mgmt       No Action         *
        consolidated accounts for the FY 2003
4.      Approve the allocation of results and                         Mgmt       No Action         *
        determine the Directors emoluments
        and of the dividend as specified
5.      Grant discharge to the Directors for                          Mgmt       No Action         *
        the FY 2003
6.      Acknowledge the resignation of Mr.                            Mgmt       No Action         *
        Jean Lapeyre which took place on 28
        AUG 2003 and the resignation of Mr.
        Daniel Bouton effective on 30 APR
        2004; and appoint Mr. Michel Marti
        and Mr. Noel Forgeard as a new
        Managers, for a full mandate, so that
        their mandates will expire at the
        AGM to be held in 2009
7.      Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company, with full power of
        substitution, as well as the Corporate
        Bodies of the other Companies in the
        Group referred to in Article 49bis of
        the Luxembourg Law on Commercial
        Companies (Law) to acquire shares of
        the Company in accordance with the
        conditions
8.      Appoint KPMG Audit, Societe Civile,                           Mgmt       No Action         *
        as the Independent Auditor to review
        the accounts of Arcelor, Societe
        anonyme, and the consolidated
        accounts of the Arcelor Group for the

- -------------------------------------------------------------------------------------------------------
ABN AMRO HOLDING NV                                                           Agenda: 700482069
     CUSIP: N0030P459                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: NL0000301109
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 22 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU
1.      Receive the report of Board of                                Mgmt       No Action         *
        Management for the year 2003
10.     Any other business                                           Other       No Action         *
2.      Approve the Corporate Governance                              Mgmt       No Action         *
3.a     Approve the establishment of the                              Mgmt       No Action         *
        annual accounts 2003
3.b     Approve the establishment of the                              Mgmt       No Action         *
        proposed dividend
3.c     Grant discharge to the Board of                               Mgmt       No Action         *
        Management
3.d     Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board
4.      Approve the remuneration Board of                             Mgmt       No Action         *
        Management and Top Executives
5.      Appoint an Auditor                                            Mgmt       No Action         *
6.a     Re-appoint Mrs. T.A. Mass-de Brouwer                          Mgmt       No Action         *
        as a Member of the Supervisory Board
6.b     Appoint Mr. A.A. Olijslager as a                              Mgmt       No Action         *
        Member of the Supervisory Board
7.a     Approve the cancellation of                                   Mgmt       No Action         *
        preference shares
7.b     Approve to alter the Articles of                              Mgmt       No Action         *
        Association
8.      Authorize the Managing Board, subject                         Mgmt       No Action         *
        to the approval of the Supervisory
        Board, to repurchase shares in the
        Company s capital
9.a     Authorize the Managing Board for a                            Mgmt       No Action         *
        period of 18 months, to issue the
        ordinary shares up to a maximum of
        20% of the total amount of the issued
        capital
9.b     Authorize the Managing Board to                               Mgmt       No Action         *
        restrict or exclude the pre-emptive
        rights granted to shareholders up to
        a maximum of 20% of the total amount
        of the issued capital



- -------------------------------------------------------------------------------------------------------
AEGON NV                                                                      Agenda: 700443358
     CUSIP: N0089J123                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 1/16/2004           ISIN: NL0000301760
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-appoint Ernst & Young LLP as the                           Mgmt       No Action         *
        Auditors of the Company and authorize
        the Authorized Corporate Director of
        the Comopany to fix their

- -------------------------------------------------------------------------------------------------------
AEGON NV                                                                      Agenda: 700485483
     CUSIP: N0089J123                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: NL0000301760
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening and minutes                                           Non-       No Action         *
                                                                     Voting
2.      Approve the annual report for 2003,                           Mgmt       No Action         *
        the dividend and discharge
3.      Approve the annual report for 2004                            Mgmt       No Action         *
        and following years
4.      Approve the Corporate governance                              Mgmt       No Action         *
5.      Approve the composition of the                                Mgmt       No Action         *
        Supervisory Board
6.      Authorize to issue shares and to                              Mgmt       No Action         *
        acquire shares
7.      Other matters                                                Other       No Action         *
8.      Closure                                                       Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
AKZO NOBEL NV (FORMERLY AKZO NV ARNHEM)                                       Agenda: 700472640
     CUSIP: N01803100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: NL0000009132
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.     Authorize the Board of Management to                          Mgmt       No Action         *
        issue shares and to restrict or
        exclude pre-emptive rights
11.     Authorize the Board of Management to                          Mgmt       No Action         *
        acquire shares of the Company
12.     Any other business                                           Other       No Action         *
2.      Approve the report of the Board of                            Mgmt       No Action         *
        Management 2003
3.A     Adopt the 2003 annual accounts                                Mgmt       No Action         *
3.B     Approve the dividend proposal                                 Mgmt       No Action         *
4.A     Grant discharge the Board of                                  Mgmt       No Action         *



4.B     Grant discharge the Supervisory Board                         Mgmt       No Action         *
5.      Approve the Corporate Governance                              Mgmt       No Action         *
6.      Approve the Long-term Incentive Plan                          Mgmt       No Action         *
6.A     Approve the stock options Board of                            Mgmt       No Action         *
        Management
6.B     Approve the performance shares Board                          Mgmt       No Action         *
        of Management
6.C     Approve the Executive stock options                           Mgmt       No Action         *
6.D     Grant the maximum number of options                           Mgmt       No Action         *
        and shares
7.      Appoint the Board of Management                               Mgmt       No Action         *
8.A     Approve to determine the number of                            Mgmt       No Action         *
        Members of the Supervisory Board
8.B     Appoint the Supervisory Board                                 Mgmt       No Action         *
9.      Approve to designate English as the                           Mgmt       No Action         *
        official language of the annual
        accounts

- -------------------------------------------------------------------------------------------------------
ASML HOLDING NV                                                               Agenda: 700459666
     CUSIP: N07059160                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/18/2004           ISIN: NL0000334365
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.     Closing                                                       Non-       No Action         *
                                                                     Voting
2.      Receive the financial statements and                          Mgmt       No Action         *
        annual report 2002, the report of the
        Board of Management on the activities
        of the Company during the 2002
        financial year, the report of the
        Supervisory Board, and approve the
        2002 financial statements, as prepared
        in accordance with Dutch law
3.      Discharge of the Board of Management                          Mgmt       No Action         *
        and the Supervisory Board from
        liability for the financial year 2002
4.      Approve the composition of the                                Mgmt       No Action         *
        Supervisory Board
5.      Approve the remuneration of the                               Mgmt       No Action         *
        Supervisory Board
6.      Approve to extend the option right of                         Mgmt       No Action         *
        the Stichting Preferente Aandelen
7.      Authorize the Board of Management for                         Mgmt       No Action         *
        a period of 18 months from 25 MAR



        2003, to issue shares or rights to
        subscribe for shares in the capital of
        the Company, as well as to restrict or
        exclude the pre-emption right accruing
        to shareholders, which authorization
        will be limited to (i) 10% of the
        paid-up capital at the time of the
        authorization, plus (ii) an additional
        10% of the paid-up capital at the time
        of the authorization, which 10% can
        only be used in connection with, or on
        the occasion of, mergers and/or
        acquisitions
8.      Authorize the Board of Management for                         Mgmt       No Action         *
        a period of 18 months from 25 MAR
        2003, to acquire such a number of
        shares in the Company as permitted
        within the limits of the law and the
        articles of association of the
        Company, for valuable consideration,
        on Euronext Amsterdam N.V. or the
        Nasdaq National Market or otherwise,
        at a price between, on the one hand,
        an amount equal to the par value of
        the shares and, on the other hand, an
        amount equal to 110% of the market
        price of these shares on Euronext
        Amsterdam N.V. or the Nasdaq National
        Market
9.      Any other business                                           Other       No Action         *

- -------------------------------------------------------------------------------------------------------
EURONEXT NV, AMSTERDAM                                                        Agenda: 700510945
     CUSIP: N3113K108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: NL0000241511
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.     Appoint the Auditor                                           Mgmt       No Action         *
11.     Other Business                                               Other       No Action         *
12.     Closing                                                       Non-       No Action         *
                                                                     Voting
2.      Appoint the Secretary of the meeting                          Mgmt       No Action         *
3.A     Approve the Executive Board report                            Mgmt       No Action         *
3.B     Approve the annual account for 2003                           Mgmt       No Action         *
3.C     Approve the reserve and the dividend                          Mgmt       No Action         *
        policy
3.D     Grant discharge to the Executive                              Mgmt       No Action         *



3.E     Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board
4.      Approve the corporate governance                              Mgmt       No Action         *
5.      Approve the remuneration policy by                            Mgmt       No Action         *
        the Executive Board
6.      Approve the Euronext Stock Option                             Mgmt       No Action         *
        Plan 2004
7.A     Authorize the Board to acquire own                            Mgmt       No Action         *
        shares
7.B     Authorize the Board to decrease                               Mgmt       No Action         *
        outstanding share capital
8.      Re-appoint the Supervisory Board                              Mgmt       No Action         *
9.      Approve the remuneration for the                              Mgmt       No Action         *
        Supervisory Board

- -------------------------------------------------------------------------------------------------------
TPG NV,S GRAVENHAGE                                                           Agenda: 700475266
     CUSIP: N31143105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/7/2004            ISIN: NL0000009058
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening and announcements                                     Mgmt       No Action         *
2.      Receive the presentation by Mr. M.P.                          Mgmt       No Action         *
        Bakker
3.      Approve the report by the Executive                           Mgmt       No Action         *
        Board over the annual year 2003
4.      Approve the Corporate governance                              Mgmt       No Action         *
5.A     Approve the annual account 2003                               Mgmt       No Action         *
5.B     Approve the dividend policy and                               Mgmt       No Action         *
        dividend payment
5.C     Grant discharge to the Members of the                         Mgmt       No Action         *
        Executive Board
5.D     Grant discharge to the Members of the                         Mgmt       No Action         *
        Supervisory Board
5.E     Approve to use the English language                           Mgmt       No Action         *
        for the annual account and the annual
        report
6.      Approve to change the composition of                          Mgmt       No Action         *
        the Executive Board
7.      Approve to determine the remuneration                         Mgmt       No Action         *
        policy of the Executive Board
8.      Approve to recommend the appointing                           Mgmt       No Action         *
        of a Member of the Supervisory Board
        and the announcements of vacancies in
        the Supervisory Board
9.A     Grant authority to issue shares                               Mgmt       No Action         *
9.B     Approve the limitation ao exclusion                           Mgmt       No Action         *



10.     Grant authority to purchase own                               Mgmt       No Action         *
11.     Approve the three-yearly                                      Mgmt       No Action         *
12.     Approve the change of the Articles of                         Mgmt       No Action         *
        Association
13.     Questions                                                     Mgmt       No Action         *
14.     Closure                                                       Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
HAGEMEYER NV                                                                  Agenda: 700485510
     CUSIP: N38537234                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: NL0000355477
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.     Approve the Corporate Governance                              Mgmt       No Action         *
11.     Any other business                                           Other       No Action         *
12.     Closing                                                       Non-       No Action         *
                                                                     Voting
2.      Approve the annual report of 2003                             Mgmt       No Action         *
3.      Approve the annual accounts of 2003                           Mgmt       No Action         *
4.A     Grant discharge to the Board of                               Mgmt       No Action         *
        Management
4.B     Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board
5.      Appoint the Members of the                                    Mgmt       No Action         *
        Supervisory Board
6.      Appoint a member of the Board of                              Mgmt       No Action         *
        Management
7.      Appoint the External Auditor to audit                         Mgmt       No Action         *
        the annual account of 2004
8.      Authorize the Company to acquire                              Mgmt       No Action         *
        shares in its capital
9.A     Authorize the Board of Management to                          Mgmt       No Action         *
        issue shares
9.B     Authorize the Board of Management to                          Mgmt       No Action         *
        restrict or exclude the pre-emptive
        right on the issue of ordinary shares

- -------------------------------------------------------------------------------------------------------
HAGEMEYER NV                                                                  Agenda: 700441556
     CUSIP: N38537234                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 1/9/2004            ISIN: NL0000355477
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Opening                                                       Non-       No Action         *
                                                                     Voting
2.      Approve the comments refinancing                              Mgmt       No Action         *
        Hagemeyer
3.A     Approve to issue new shares including                         Mgmt       No Action         *
        issue of subordinated convertible
3.B     Approve to exclude the pre-emptive                            Mgmt       No Action         *
        right when issuing new shares,
        including granting rights to take
        shares in connection with
        subordinated convertible bonds to be
4.      Amend the Articles of Association                             Mgmt       No Action         *
5.      Appoint the Members of the Board of                           Mgmt       No Action         *
        Management
6.      Any other business                                           Other       No Action         *
7.      Closure                                                       Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
HEINEKEN HOLDING NV                                                           Agenda: 700493315
     CUSIP: N39338152                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: NL0000008951
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 22 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.
1.      Amend the Articles of Association                             Mgmt       No Action         *
        concerning, inter alia the change in
        nominal value of the A and B shares

- -------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV                                                            Agenda: 700477791
     CUSIP: N4297B146                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: NL0000009082
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 08 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU
1.      Opening and announcements                                     Mgmt       No Action         *
10.     Approve to reduce the capital through                         Mgmt       No Action         *
        withdrawal of shares of the Company



11.     Any other business and closure                               Other       No Action         *
2.      Approve the report by the Board Of                            Mgmt       No Action         *
        Management for the FY 2003
3.A     Approve the financial statements for                          Mgmt       No Action         *
        the FY 2003
3.B     Approve the dividend policy                                   Mgmt       No Action         *
3.C     Approve to adopt a dividend over the                          Mgmt       No Action         *
        FY 2003
4.A     Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Managements from liability
4.B     Grant discharge to the Member of the                          Mgmt       No Action         *
        Supervisory Board
5.      Approve the Corporate Governance                              Mgmt       No Action         *
6.      Approve the establishment of                                  Mgmt       No Action         *
        remuneration policy
7.A     Appoint the Auditors                                          Mgmt       No Action         *
7.B     Approve to publish the annual                                 Mgmt       No Action         *
        accounts and the annual report in the
        English language
8.A     Approve the opportunity to make                               Mgmt       No Action         *
        recommendations for the appointment
        of a Member of the Supervisory Board
8.B     Approve the opportunity to object to                          Mgmt       No Action         *
        the proposed appointment
8.C     Approve the announcement concerning                           Mgmt       No Action         *
        vacancies arising at the AGM of
        shareholders in 2005
8.D     Appoint a new Member of the Board of                          Mgmt       No Action         *
        Management
9.A     Authorize the Board to acquire shares                         Mgmt       No Action         *
        of the Company
9.B     Appoint Board of Management to issue                          Mgmt       No Action         *
        shares of the Company
9.C     Appoint the Board of Management to                            Mgmt       No Action         *
        limit or exclude the emptive rights

- -------------------------------------------------------------------------------------------------------
ING GROEP NV                                                                  Agenda: 700471004
     CUSIP: N4578E413                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: NL0000303600
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note that this is a revision                           Non-       No Action         *
        due to the revised wording of the                            Voting
        agenda.  If you have already sent in
        your votes, please do not return this
        proxy form unless you decide to
        amend your original instructions.



1.      Opening remarks and announcements.                            Non-       No Action         *
                                                                     Voting
10.     Composition of the Supervisory Board:                         Mgmt       No Action         *
        Appointment of Eric Bourdais de
        Charbonniere
11.     Authorisation to issue shares and to                          Mgmt       No Action         *
        restrict or exclude preferential
        rights. right
12.     Authorisation to the company to                               Mgmt       No Action         *
        acquire shares or depositary receipts
        for shares in its own capital.
13.     Any other business and conclusion.                            Non-       No Action         *
                                                                     Voting
2.A     Discussion of the reports of the                              Mgmt       No Action         *
        Executive Board and the Supervisory
        Board for 2003.
2.B     Discussion of the profit retention                            Mgmt       No Action         *
        and distribution policy.
3.A     Discussion and adoption of the Annual                         Mgmt       No Action         *
        Accounts for 2003.
3.B     Adoption of the dividend for 2003.                            Mgmt       No Action         *
4.      Appointment of the auditor.                                   Mgmt       No Action         *
5.A     Proposal to discharge the Executive                           Mgmt       No Action         *
        Board in respect of the duties
        performed during the year 2003.
5.B     Proposal to discharge the Supervisory                         Mgmt       No Action         *
        Board in respect of the duties
        performed during the year 2003.
6.      Corporate governance.                                         Mgmt       No Action         *
7.A     Adoption of remuneration policy.                              Mgmt       No Action         *
7.B     Approval of long-term incentive plan.                         Mgmt       No Action         *
8.      Amendments to the Articles of                                 Mgmt       No Action         *
        Association
9.A     Appointment of Eric Boyer de la                               Mgmt       No Action         *
        Giroday.
9.B     Appointment of Eli Leenaars.                                  Mgmt       No Action         *
9.C     Appointment of Hans Verkoren.                                 Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
JAMES HARDIES INDUSTRIES NV                                                   Agenda: 700391155
     CUSIP: N4723D104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 8/15/2003           ISIN: AU000000JHX1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE REFER TO THE SHAREHOLDER                               Non-       No Action         *
        INFORMATION LINK ABOVE FOR THE                               Voting



        COMPLETE NOTICE OF MEETING AND
        ADDITIONAL DETAILS PERTAINING TO THIS
        MEETING. THANK YOU.
1.      Receive and adopt the annual accounts                         Mgmt       No Action         *
        of the Company for the FYE 31 DEC
2.A     Re-elect Ms. M. Hellicar as a Member                          Mgmt       No Action         *
        of the Supervisory and Joint Boards,
        in accordance with the Company s
        Articles of Association
2.B     Re-elect Mr. M. Gillfillan as a                               Mgmt       No Action         *
        Member of the Supervisory and Joint
        Boards, in accordance with the
        Company s Articles of Association
2.C     Re-elect Mr. P. Cameron as a Member                           Mgmt       No Action         *
        of the Supervisory and Joint Boards,
        in accordance with the Company s
        Articles of Association
2.D     Re-elect Mr. D. McGauchie as a Member                         Mgmt       No Action         *
        of the Supervisory and Joint Boards,
        in accordance with the Company s
        Articles of Association
3.      Approve the issue of ordinary shares                          Mgmt       No Action         *
        in the Company to Messrs Cameron and
        McGauchie on the terms of the Company s
        Supervisory Board Share Plan
4.      Elect Mr. F. Zwinkels as a Member of                          Mgmt       No Action         *
        the Managing Board of the Company
5.      Authorize the Company to acquire                              Mgmt       No Action         *
        shares in the capital of the Company
        for valuable consideration, whether
        as an on or off financial market
        purchase number of shares as
        permitted by the Dutch Law;
8.      Authorize the Members of the Joint or                         Mgmt       No Action         *
        Managing Boards of the Company or
        any Lawyers of the Company s Dutch
        solicitors, De Brauw Blackstone
        Westbroek N.V., in connection with
        any amendment to the Articles of
        Association, to apply for the
        required ministerial declaration of
        no-objection of the Dutch Ministry of
        Justice as to the amendments to the
        Articles of Association as may appear
        necessary to obtain such
        declarations of no-objection and to
        execute the notarial deed of
        amendments to the Articles of
        Association as required
S.6     Amend, subject to the passing of                              Mgmt       No Action         *
        Resolutions 7 and 8, the Articles of
        Association to increase the nominal
        value of each share comprised in the
        share capital of the Company s share



        capital; and approve to debit the
        share premium reserve of the Company
        with the aggregate amount of such
        increase
S.7     Approve, subject to the passing of                            Mgmt       No Action         *
        Resolution 6 and 8, that the share
        capital of the Company be reduced
        under a cash return of the capital,
        by reducing the nominal value of each
        comprised in the Company s capital;
        and amend the Articles of Association
        o decrease the nominal value of each
        share compromised in the Company s
        share capital

- -------------------------------------------------------------------------------------------------------
DSM NV (FORMERLY NAAMLOZE VENNOOTSCHAP DSM)                                   Agenda: 700463223
     CUSIP: N65297199                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: NL0000009769
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 24 MAR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.     Closure                                                       Non-       No Action         *
                                                                     Voting
2.      Approve the annual report for 2003 by                         Mgmt       No Action         *
        the Managing Board
3.A     Approve the annual accounts 2003                              Mgmt       No Action         *
3.B     Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Management
3.C     Grant discharge to the Members of the                         Mgmt       No Action         *
        Supervisory Board
4.      Re-appoint the Members of the                                 Mgmt       No Action         *
        Supervisory Board
5.A     Authorize the Board of Management to                          Mgmt       No Action         *
        issue shares
5.B     Authorize the Board of Management to                          Mgmt       No Action         *
        limit or exclude the pre-emptive
6.      Authorize the Managing Board to                               Mgmt       No Action         *
        repurchase the Company shares
7.      Approve the Corporate governance/                             Mgmt       No Action         *
        Tabaksblat Code
8.      Amend the Articles of Association                             Mgmt       No Action         *
9.      Any other business                                           Other       No Action         *



- -------------------------------------------------------------------------------------------------------
OCE NV, VENLO                                                                 Agenda: 700451761
     CUSIP: N6636Y117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/2/2004            ISIN: ***N6636Y117
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Adopt the financial statements for                            Mgmt       No Action         *
        the 2003 financial year
10.     Authorize the Board of Executive                              Mgmt       No Action         *
        Directors to purchase shares in the
        Company s own capital
11.     Grant Mr. L.J.M. Berndsen an                                  Mgmt       No Action         *
        honorable release and discharge as
        Supervisory Director
12.     Appoint Mr. M. Arentsen as member of                          Mgmt       No Action         *
        the Board of Supervisory Directors
2.      Approve the dividend for the 2003                             Mgmt       No Action         *
        financial year
3.      Grant release and discharge the                               Mgmt       No Action         *
        Executive Board
4.      Grant release and discharge the                               Mgmt       No Action         *
        Supervisory Board
5.      Approve the remuneration policy of                            Mgmt       No Action         *
        Executive Directors
6.      Approve the share plan of the                                 Mgmt       No Action         *
        Executive Directors
7.      Approve the reserves and dividend                             Mgmt       No Action         *
        policy
8.      Authorize the Board of Executive                              Mgmt       No Action         *
        Directors to issue shares
9.      Authorize the Board of Executive                              Mgmt       No Action         *
        Directors to restrict or preclude the
        pre-emptive right in respect of
        ordinary shares

- -------------------------------------------------------------------------------------------------------
ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN                                       Agenda: 700457143
     CUSIP: N6817P109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: NL0000009538
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
2.      Approve the annual report, the                                Mgmt       No Action         *
        dividend and the discharge
3.      Approve the composition of the                                Mgmt       No Action         *
        Supervisory Board
4.      Approve the remuneration of the Board                         Mgmt       No Action         *
        of Management
5.      Grant authority to issue shares                               Mgmt       No Action         *



6.      Grant authority to acquire shares in                          Mgmt       No Action         *
        the Company
7.      Grant authority to fix the                                    Mgmt       No Action         *
        registration date
8.      Any other business                                           Other       No Action         *
9.      Closing                                                       Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
REED ELSEVIER NV                                                              Agenda: 700477842
     CUSIP: N73430105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: NL0000349488
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 22 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.     Re-appoint the Board of the                                   Mgmt       No Action         *
11.     Authorize the Board of the Managers                           Mgmt       No Action         *
        to obtain shares in the Company
12.     Approve the appointment of an organ                           Mgmt       No Action         *
        authorized to issue shares and to
        grant the right to take shares until
        a maximum of 10% of the outstanding
        share capital and to limitation of
        exclusion of the preferential right
13.     Questions                                                    Other       No Action         *
14.     Closing                                                       Non-       No Action         *
                                                                     Voting
2.      Announcements                                                 Mgmt       No Action         *
3.      Receive the report of the Board of                            Mgmt       No Action         *
        Management for the FY 2003
4.      Approve to establish the 2003 annual                          Mgmt       No Action         *
        accounts
5.      Approve the dividend                                          Mgmt       No Action         *
6.      Approve the corporate governance                              Mgmt       No Action         *
7.      Grant discharge to the Board of                               Mgmt       No Action         *
        Management and the Supervisory Board
8.      Appoint an Auditor                                            Mgmt       No Action         *
9.      Re-appoint the Supervisory Board                              Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
STMICROELECTRONICS NV                                                         Agenda: 700476838
     CUSIP: N83574108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: NL0000226223
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to call to order and opening                          Mgmt       No Action         *
10.     Approve the compensation to the                               Mgmt       No Action         *
        Members of the Supervisory Board
11.     Approve the new Employee Stock                                Mgmt       No Action         *
        Purchase Plan
12.     Authorize the Supervisory Board to                            Mgmt       No Action         *
        issue new shares, to grant rights to
        subscribe for new shares and to limit
        and/or exclude existing shareholders
        pre-emptive rights;  Authority
        expire at the end of 5 years
13.     Approve to change the quorum for the                          Mgmt       No Action         *
        AGM from 1/3 of the issued share
        capital to 15% of the issued share
        capital
14.     Amend the Articles of Association                             Mgmt       No Action         *
        relating to the items mentioned under
        item 13
15.     Approve the Corporate Governance                              Mgmt       No Action         *
16.     Question time                                                Other       No Action         *
17.     Close                                                         Non-       No Action         *
                                                                     Voting
2.      Receive the Managing Board report for                         Mgmt       No Action         *
        the FY 2003
3.      Receive the Supervisory Board report                          Mgmt       No Action         *
        for the FY 2003
4.      Adopt the annual account for the FY                           Mgmt       No Action         *
        2003
5.      Grant discharge to the Member of the                          Mgmt       No Action         *
        Managing Board
6.      Grant discharge to the Member of the                          Mgmt       No Action         *
        Supervisory Board
7.      Adopt a dividend of EUR 0.12 per                              Mgmt       No Action         *
        common share
8.      Appoint Mr. Gerald Arbola as a new                            Mgmt       No Action         *
        Member of the Supervisory Board for a
        term of 3 years;  Authority expire
        at the next AGM in 2005
9.      Appoint Mr. Didier Lombard as a new                           Mgmt       No Action         *
        Member of the Supervisory Board for a
        term of 3 years;  Authority expire
        at the next AGM in 2005



- -------------------------------------------------------------------------------------------------------
UNILEVER NV                                                                   Agenda: 700479050
     CUSIP: N8981F156                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: NL0000009348
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 05 MAY 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU
1.      Approve the annual report by the                              Mgmt       No Action         *
        Executive Board over FY 2003 and the
        report of the remuneration
2.      Approve to determine the annual                               Mgmt       No Action         *
        account and the profit designation
        over FY 2003
3.      Grant discharge to the Members of                             Mgmt       No Action         *
        Executive Board
4.      Approve the Corporate Governance and                          Mgmt       No Action         *
        amend the Articles of Association
5.      Appoint the Member of Executive Board                         Mgmt       No Action         *
6.      Appoint a Non-Executive Member                                Mgmt       No Action         *
7.      Approve the remuneration of a Non-                            Mgmt       No Action         *
        Executive Member
8.      Appoint the Auditors                                          Mgmt       No Action         *
9.      Grant authority to issue own shares                           Mgmt       No Action         *
        as body
10.     Grant authority to purchase own                               Mgmt       No Action         *
11.     Authorize the Executive Board to                              Mgmt       No Action         *
        restrict the registration time to
        exercise vote and meeting rights
12.     Questions                                                    Other       No Action         *

- -------------------------------------------------------------------------------------------------------
VEDIOR NV, AMSTERDAM                                                          Agenda: 700497781
     CUSIP: N9202Y107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/7/2004            ISIN: NL0000390854
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
2.a     Receive the report of the Board of                            Mgmt       No Action         *
        Management
2.b     Receive the report of the Stichting                           Mgmt       No Action         *
        Administratiekantoor



2.c     Approve the annual accounts for 2003                          Mgmt       No Action         *
2.d     Approve to make a payment out of the                          Mgmt       No Action         *
        freely distributable part of the
        shareholders equity
3.a     Grant discharge to the Board of                               Mgmt       No Action         *
        Management
3.b     Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board
4.      Approve the Corporate Governance                              Mgmt       No Action         *
5.      Authorize the Board of Management to                          Mgmt       No Action         *
        issue shares and to limit or exclude
        the pre-emptive right
6.      Approve the authorization to acquire                          Mgmt       No Action         *
        certificates of shares of the
7.      Appoint the Member of the Supervisory                         Mgmt       No Action         *
        Board
8.      Appoint the Auditor                                           Mgmt       No Action         *
9.      Amend the Articles of Association                             Mgmt       No Action         *
10.     Approve the remuneration policy                               Mgmt       No Action         *
11.     Approve the Equity Plans                                      Mgmt       No Action         *
12.     Other business                                               Other       No Action         *
13.     Closure                                                       Non-       No Action         *
                                                                     Voting

- -------------------------------------------------------------------------------------------------------
VNU NV, HAARLEM                                                               Agenda: 700479199
     CUSIP: N93612104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: NL0000389872
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT BLOCKING CONDITIONS                          Non-       No Action         *
        FOR VOTING AT THIS GENERAL MEETING                           Voting
        ARE RELAXED. BLOCKING PERIOD ENDS ONE
        DAY AFTER THE REGISTRATION DATE SET
        ON 13 APR 2004. SHARES CAN BE TRADED
        THEREAFTER. THANK YOU.
1.      Opening                                                       Non-       No Action         *
                                                                     Voting
10.A    Re-appoint Mr. P.A.F.W. Elverding as                          Mgmt       No Action         *
        a member of the Supervisory Board
10.B    Re-appoint Mr. J.L. Brentjens as a                            Mgmt       No Action         *
        member of the Supervisory Board
11.     Approve the remuneration of the                               Mgmt       No Action         *
        Supervisory Board



12.     Announcements and other business                             Other       No Action         *
13.     Clousure                                                      Non-       No Action         *
                                                                     Voting
2.      Approve the report of the Board of                            Mgmt       No Action         *
        Management
3.A     Approve the annual accounts                                   Mgmt       No Action         *
3.B     Grant discharge to the Board of                               Mgmt       No Action         *
        Management
3.C     Grant discharge to the Supervisory                            Mgmt       No Action         *
        Board
4.A     Approve the dividend and reserve                              Mgmt       No Action         *
4.B     Approve the dividend                                          Mgmt       No Action         *
5.      Approve the extension of the                                  Mgmt       No Action         *
        authority of the Board of Management
        to acquire shares for 18 months
6.A     Approve the extension of the                                  Mgmt       No Action         *
        authority of the Board of Management
        to issue shares for 18 months
6.B     Approve the extension of the                                  Mgmt       No Action         *
        authority of the Board of Management
        to acquire shares for 18 months
6.C     Approve the extension of the                                  Mgmt       No Action         *
        authority of the Board of Management
        to limit or exclude the pre-emptive
        right for 18 months
7.      Appoint an Auditor                                            Mgmt       No Action         *
8.      Approve the Corporate governance                              Mgmt       No Action         *
9.A     Approve the remuneration policy of                            Mgmt       No Action         *
        the Board of Management
9.B     Approve the stock option plan of                              Mgmt       No Action         *
        Board of Management
9.C     Approve the restricted stock plan of                          Mgmt       No Action         *
        the Board of Management

- -------------------------------------------------------------------------------------------------------
ALUMINA LTD                                                                   Agenda: 700471903
     CUSIP: Q0269M109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: AU000000AWC3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive and adopt the financial                               Non-       No Action         *
        report and the reports of the                                Voting
        Directors and of the Auditors for the
2.      Re-elect Mr. Peter A.F. Hay as a                              Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Constitution
S.3     Amend the Constitution of the Company                         Mgmt       No Action         *



        i) by amending the Rule 2 ii) by
        amending the Rule 142 and iii) by
        amending the Rule 143 a

- -------------------------------------------------------------------------------------------------------
AMCOR LTD                                                                     Agenda: 700415676
     CUSIP: Q03080100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/23/2003          ISIN: AU000000AMC4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the statements of                         Mgmt       No Action         *
        profit, the balance sheet and the
        reports of the Directors and the
        Auditors in respect of the YE 30 JUN
        2003
2.1     Re-elect Mr. Ronald Keith Barton as a                         Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Constitution
2.2     Re-elect Mr. George John Pizzey as a                          Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Constitution
3.      Approve to increase the Directors                             Mgmt       No Action         *
        fees from a maximum aggregate amount
        of AUD 1,200,000 per annum to a
        maximum aggregate amount of AUD
        2,000,000 divided amongst the
        Directors as they may agree

- -------------------------------------------------------------------------------------------------------
AMP LIMITED                                                                   Agenda: 700486308
     CUSIP: Q0344G101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/20/2004           ISIN: AU000000AMP6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Non-       No Action         *
        report and the reports of the                                Voting
        Directors and the Auditors in respect
        of the YE 31 DEC 2003
2.a     Re-elect Mr. Roger Patick (Pat)                               Mgmt       No Action         *
        Handley as a Director of AMP Limited,
        who retires in accordance with
        Clause 64.3 of the Constitution of
2.b     Elect Mr. Peter Edward Mason as a                             Mgmt       No Action         *
        Director of AMP Limited, who ceases
        to hold office in accordance with
        Clause 62.3 of the Constitution of
2.c     Elect Dr. Nora Lia Scheinkestel as a                          Mgmt       No Action         *
        Director of AMP Limited, who ceases
        to hold office in accordance with
        Clause 62.3 of the Constitution of



3.      Approve the remuneration for the                              Mgmt       No Action         *
        services of Non-Executive Directors of
        AMP Limited to AMP Limited or to any
        of its controlled entities be
        decreased by AUD 865,000 per annum to
        an aggregate maximum sum of AUD
        1,635,000 per annum, with such
        remuneration to be divided among the
        Non-Executive Directors in such
        proportion and manner as the Directors
        agree or, in default of agreement,
        equally and to be taken to accrue from
        day to day

- -------------------------------------------------------------------------------------------------------
AMP LIMITED                                                                   Agenda: 700433092
     CUSIP: Q0344G101                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 12/9/2003           ISIN: AU000000AMP6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve: a) to reduce the capital of                          Mgmt       No Action         *
        AMP Limited by canceling the
        cancellation number of scheme shares
        for each scheme shareholder; and b)
        to convert the remaining number of
        scheme shares of each scheme
        shareholder to a larger number of
        shares equal to the original of
        scheme shares of the scheme
        shareholders on the terms and subject
S.2     Approve, subject to the scheme                                Mgmt       No Action         *
        becoming effective and the RPS being
        redeemed as contemplated by the RPS
        proposal, to reduce the AMP Limited
        by canceling all of the 11.5 million
        RPS preference shares on issue for
        nil consideration

- -------------------------------------------------------------------------------------------------------
ANSELL LTD                                                                    Agenda: 700410929
     CUSIP: Q04020105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/9/2003           ISIN: AU000000ANN9
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        and other reports for the YE 30 JUN
2.1     Re-elect Mr. L. Dale Crandall as a                            Mgmt       No Action         *
        Director, who was appointed on 1 NOV
        2002,  and retires in accordance with
        rule 33(b) of the Company s
        constitution
2.2     Re-elect Mr. Herbert J. Elliott as a                          Mgmt       No Action         *
        Director who retires by rotation in
        accordance with rule 33(c) of the
        Company s Constitution



- -------------------------------------------------------------------------------------------------------
AUCKLAND INTERNATIONAL AIRPORT LTD                                            Agenda: 700422506
     CUSIP: Q06213104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/19/2003          ISIN: NZAIAE0001S8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive the Chairman s address                                Non-       No Action         *
                                                                     Voting
1.      Re-elect Sir Wilson Whineray as a                             Mgmt       No Action         *
        Director, who retires by rotation
2.      Re-elect Mr. Anthony Frankham as a                            Mgmt       No Action         *
        Director, who retires by rotation
3.      Authorize the Directors to fix the                            Mgmt       No Action         *
        fees and the expenses of the Auditors
4.      Approve to increase the total quantum                         Mgmt       No Action         *
        of annual Directors fees by AUD
        47,500 from AUD 290,000 to AUD

- -------------------------------------------------------------------------------------------------------
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD                                     Agenda: 700434195
     CUSIP: Q09504137                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/19/2003          ISIN: AU000000ANZ3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT ALTHOUGH THERE ARE 3                         Non-       No Action         *
        CANDIDATES TO BE ELECTED AS                                 Voting
        DIRECTORS, THERE ARE ONLY 2 VACANCIES
        AVAILABLE TO BE FILLED AT THE MEETING.
        THE STANDING INSTRUCTIONS FOR THIS
        MEETING WILL BE DISABLED AND, IF YOU
        CHOOSE, YOU ARE REQUIRED TO VOTE FOR
        ONLY 2 OF THE 3
1.      Approve the annual report, financial                          Non-       No Action         *
        statements and the reports of the                            Voting
        Directors and the Auditors for the YE
        30 SEP 2003
2.a     Re-elect Mr. J.C. Dahlsen as a                                Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Constitution
2.b     Re-elect Mr. C.B. Goode as a                                  Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Constitution
2.c     PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Elect Ms. J.I.
        Buckland as a Director

- -------------------------------------------------------------------------------------------------------
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD                                     Agenda: 700394303
     CUSIP: Q09504137                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 8/13/2003           ISIN: AU000000ANZ3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
3.      Approve to issue, for all purposes                            Mgmt       No Action         *



        including the listing rules of the
        Australian Stock Exchange Ltd, of up
        to 12,500,000 reset preferred
        securities at an issue price of AUD
        100 each, to raise up to AUD 1,250,
        substantially on the specified general
        terms and conditions
S.1     Approve the specified terms of the                            Mgmt       No Action         *
        selective buy-back agreement relating
        to the preference shares issued by
        the Company in SEP 1998 and NOV 1998
S.2     Amend the Company s Constitution by                           Mgmt       No Action         *
        adding Rule 23.10 immediately after
        Rule 23.9

- -------------------------------------------------------------------------------------------------------
THE AUSTRALIAN GAS LIGHT COMPANY                                              Agenda: 700414294
     CUSIP: Q09680101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/14/2003          ISIN: AU000000AGL7
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the annual                               Mgmt       No Action         *
        financial report of the Company and
        the consolidated entity for the YE 30
        JUN 2003, and the reports of the
        Directors and Auditor
2.a     Re-elect Sir Ronald Brierley as a                             Mgmt       No Action         *
        Director, who retires by rotation at
        the close of the meeting in
        accordance with Clause 58 of the
        Company s Constitution
2.b     Re-elect Mr. G.J. Reaney as a                                 Mgmt       No Action         *
        Director, who retires by rotation at
        the close of the meeting in
        accordance with Clause 58 of the
        Company s Constitution
3.      Approve the acquisition rights to                             Mgmt       No Action         *
        acquire up to a maximum of 55,249
        shares in the Australian Gas Light
        Company in respect of the FYE 30 JUN
        2003, by MR. G.J.W. Martin, the
        Managing Director of the Company,
        under and in accordance with the
        Australian Gas Light Company s Long-
        Term Incentive Plan
4.      Approve to increase the maximum                               Mgmt       No Action         *
        aggregate remuneration payable to
        Non-Executive Directors of the Company
        by the Company and its wholly-owned
        subsidiaries by AUD 300,000 to AUD
        1,200,000 per annum, commencing 1 JUL
        2004 and in respect of each financial
        year thereafter and until otherwise
        determined by a resolution of
        shareholders



- -------------------------------------------------------------------------------------------------------
BHP BILLITON LTD                                                              Agenda: 700418228
     CUSIP: Q1498M100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/13/2003          ISIN: AU000000BHP4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements for                          Mgmt       No Action         *
        BHP Billiton Limited for the YE 30
        JUN 2003, together with the Directors
        report and the Auditors report
10.     Elect Mr. M Salamon as a Director of                          Mgmt       No Action         *
        BHP Billiton PLC
11.     Elect Dr. J G Buchanan as a Director                          Mgmt       No Action         *
        of BHP Billiton Limited
12.     Elect Dr. J G Buchanan as a Director                          Mgmt       No Action         *
        of BHP Billiton PLC
13.     Re-appointment KPMG Audit PLC and                             Mgmt       No Action         *
        PricewaterhouseCoopers LLP as
        Auditors of BHP Billiton PLC; and
        authorize the Directors to agree
14.     Approve that the authority and power                          Mgmt       No Action         *
        to allot relevant securities conferred
        on the Directors by Article 9 of BHP
        Billiton PLC s Articles of Association
        be renewed for the period ending on
        the date of the BHP Billiton PLC AGM
        in 2004 or on 23 JAN 2005 whichever is
        earlier, and for such period the
        Section 80 amount (under the United
        Kingdom Companies Act 1985) shall be
        USD 265,926,499.00
17.     Approve the Remuneration Report for                           Mgmt       No Action         *
        the YE 30 JUN 2003
18.     Approve the grant of Deferred Shares,                         Mgmt       No Action         *
        Options and Performance Shares to
        Executive Director and Chief Executive
        Officer, Mr C W Goodyear, under the
        BHP Billiton Limited Group Incentive
        Scheme for all purposes, including for
        the purpose of ASX
19.     Approve the grant of Deferred Shares,                         Mgmt       No Action         *
        Options and Performance Shares to
        Executive Director and Senior Minerals
        Executive, Mr M Salamon, under the BHP
        Billiton PLC Group Incentive Scheme
        for all purposes, including for the
        purpose of ASX
2.      Receive the financial statements for                          Mgmt       No Action         *
        BHP Billiton PLC for the YE 30 JUN
        2003, together with the Directors
        report and the Auditors report
3.      Re-elect Dr. D C Brink as a Director                          Mgmt       No Action         *
        of BHP Billiton Limited



4.      Re-elect Dr. D C Brink as a Director                          Mgmt       No Action         *
        of BHP Billiton PLC
5.      Re-elect Mr. M A Chaney as a Director                         Mgmt       No Action         *
        of BHP Billiton Limited
6.      Re-elect Mr. M A Chaney as a Director                         Mgmt       No Action         *
        of BHP Billiton PLC
7.      Re-elect Lord Renwick of Clifton as a                         Mgmt       No Action         *
        Director of BHP Billiton Limited
8.      Re-elect Lord Renwick of Clifton as a                         Mgmt       No Action         *
        Director of BHP Billiton PLC
9.      Elect Mr. M Salamon as a Director of                          Mgmt       No Action         *
        BHP Billiton Limited
S.15    Approve that the authority and power                          Mgmt       No Action         *
        to allot equity securities for cash
        conferred on the Directors by Article
        9 of BHP Billiton PLC s Articles of
        Association be renewed for the period
        referred to in such resolution and
        for such period the Section 89 amount
        (under the United Kingdom Companies
        Act 1985) shall be USD 61,703,675.00
S.16    Authorize BHP Billiton PLC, in                                Mgmt       No Action         *
        accordance with Article 6 of its
        Articles of Association and Section
        166 of the United Kingdom Companies
        Act 1985, to make market purchases (as
        defined in Section 163 of that Act) of
        ordinary shares of USD 0.50 nominal
        value each in the capital of BHP
        Billiton PLC (shares) provided that:
        a) the maximum aggregate number of
        shares hereby authorized to be
        purchased shall be 246,814,700, being
        10% of issued capital; b) the minimum
        price which may be paid for each share
        is USD 0.50, being the nominal value
        of the shares; c) the maximum price
        which may be paid for any share is not
        more than 5% above the average of the
        middle market quotations for a share
        taken from the London Stock Exchange
        Daily Official List for the 5 business
        days immediately preceding the date of
        purchase of the shares; and d) the
        authority conferred by this resolution
        shall, unless renewed prior to such
        time, expire on the earlier of the end
        of the next AGM of BHP Billiton to be
        held in 2004 or on 12 MAY 2005
        (provided that BHP Billiton PLC may
        enter into a contract for the purchase
        of shares before the expiry of this
        authority which would or might be
        completed



- -------------------------------------------------------------------------------------------------------
BORAL LTD BLD                                                                 Agenda: 700414319
     CUSIP: Q16969109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/21/2003          ISIN: AU000000BLD2
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        reports, the Directors report and
        the Auditors reports for the YE 30
        JUN 2003
2.a     Re-elect Mr. John Cloney as a                                 Mgmt       No Action         *
        Director, who retires by rotation
2.b     Re-elect Ms. Elizabeth Alexander as a                         Mgmt       No Action         *
        Director, who retires by rotation
2.c     Elect Mr. Tony D Aloisio as a                                 Mgmt       No Action         *
S.3     Approve and adopted the Constitution                          Mgmt       No Action         *
        of the Company in substitution for the
        existing Constitution of the Company;
        and approve the takeover provision in
        substantially the same form as the
        previous Article 64 be included as
        schedule 5 in the Constitution of the
        Company for a further period of three
        years
4.      Approve to increase the maximum                               Mgmt       No Action         *
        amount payable by way of remuneration
        to Non-Executive Directors as a whole
        from AUD 650,000 per annum payable by
        way of Directors fees to AUD 1,000,000
        per annum in total
5.      Approve to change the Non-Executive                           Mgmt       No Action         *
        Directors Share Plan Rules
6.      Approve that, the issue of shares to                          Mgmt       No Action         *
        employees of the Boral Limited Group
        of Companies pursuant to the Employee
        Share Plan, for the purposes of
        Listing Rule 7.2 of Australian Stock
        Exchange Limited and participation in
        the Employee Share Plan by employees
        who are resident in the United States
        of America; and the granting of
        options pursuant to the Boral Senior
        Executive Option Plan and issue of
        shares pursuant to the Boral Senior
        Executive Performance Share Plan for
        the purposes of Listing Rule
7.      Approve that the grant by the Company                         Mgmt       No Action         *
        to Rod Pearse of options to subscribe
        for up to 700,000 fully paid ordinary
        shares in the Company and the
        allotment to him of up to 700,000
        ordinary shares in the Company
        pursuant to the exercise of those
        options



8.      Approve that the Board is to prepare                          Mgmt       No Action         *
        a report to be issued by MAY 2004 and
        included in the following annual
        reports as: measurable criteria
        associated with the result arising
        from Boral s Sustainability Self
        Diagnostic Tool BSSDT, targets for
        the future, this report to be updated
        annually
S.9     Amend the Constitution of the                                 Mgmt       No Action         *
        Company: by inserting a new words
        after the word Constitution in the
        first line of Article 145 and by
        inserting a new Article 145A
S.10    Amend the Constitution of the                                 Mgmt       No Action         *
        Company: by deleting the words in
        Article 123(1); and by deleting the
        words in Article 147 and insert with
11.     Approve that the Company cease                                Mgmt       No Action         *
        issuing any further options under the
        Boral Senior Executive Option Plan
12.     Approve that any subsequent form of                           Mgmt       No Action         *
        Long-Term Incentive Plan for senior
        Executives be put to shareholders for
        approvals as an ordinary Resolution
        at the Company s 2004 AGM and as
        required at subsequent AGM should the
        details of the plan changes
13.     Approve that the Company adopt a                              Mgmt       No Action         *
        policy that any Short-Term Incentive
        payable to an Executive Director be
        put to shareholders for approval as
        an ordinary Resolution at the Company s
        2004 AGM and thereafter as
        necessary each year
14.     Approve that the Company amend its                            Mgmt       No Action         *
        senior Executive remuneration policy
        to link 30% of the Short-Term
        Incentives to the achievement of
        safety targets set by the Health and
        Safety SubCommittee; and this applies
        to all the Members of the Management
        Committee

- -------------------------------------------------------------------------------------------------------
BRAMBLES INDUSTRIES LTD                                                       Agenda: 700414749
     CUSIP: Q17481104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/18/2003          ISIN: AU000000BIL1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the Directors report,                                 Mgmt       No Action         *
        Auditors report and the financial
        statements for Brambles Industries
        Limited for the YE 30 JUN 2003



2.      Receive the reports and the accounts                          Mgmt       No Action         *
        for Brambles Industries PLC for the
        YE 30 JUN 2003
3.      Approve the Brambles remuneration                             Mgmt       No Action         *
        report for the YE 30 JUN 2003, as
        contained in the Brambles Industries
        PLC annual review 2003
4.      Re-elect Mr. R.D. Brown as a Director                         Mgmt       No Action         *
        to the Board of Brambles Industries
        Limited, who retires by rotation
5.      Re-elect Mr. R.D. Brown as a Director                         Mgmt       No Action         *
        to the Board of Brambles Industries
        PLC, who retires by rotation
6.      Re-elect Sir. C.K. Chow as a Director                         Mgmt       No Action         *
        to the Board of Brambles Industries
        Limited, who retires by rotation
7.      Re-elect Sir. C.K. Chow as a Director                         Mgmt       No Action         *
        to the Board of Brambles Industries
        PLC, who retires by rotation
8.      Re-elect Sir. David Lees as a                                 Mgmt       No Action         *
        Director to the Board of Brambles
        Industries Limited, who retires by
9.      Re-elect Sir. David Lees as a                                 Mgmt       No Action         *
        Director to the Board of Brambles
        Industries PLC
10.     Re-elect Mr. R.C. Milne as a Director                         Mgmt       No Action         *
        to the Board of Brambles Industries
        Limited, who retires by rotation
11.     Re-elect Mr. R.C. Milne as a Director                         Mgmt       No Action         *
        to the Board of Brambles Industries
        PLC, who retires by rotation
12.     Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of Brambles Industries
        PLC until the conclusion of the next
        general meeting at which the accounts
        are laid before that
13.     Authorize the Directors to agree the                          Mgmt       No Action         *
        Auditors fees
14.     Approve to renew the authority given                          Mgmt       No Action         *
        to the Directors, by Article 7 of
        Brambles Industries PLC s Articles of
        Association, to allot relevant
        securities until the end of the AGM to
        be held in 2004 and for that period
        Section 80 amount shall be AUD
        8,812,882
15.     Approve to renew the authority given                          Mgmt       No Action         *
        to the Directors by Article 7 of
        Brambles Industries PLC s Articles of
        Association, to allot equity
        securities for cash until the end of
        the AGM to be held in 2004 and for
        that period Section 89 amount shall be
        AUD 1,809,355



16.     Authorize Brambles Industries PLC to                          Mgmt       No Action         *
        make market purchases Section 163(3)
        of UK Companies Act 1985 of up to
        72,374,235 ordinary shares of 5 pence
        each which may be purchased by
        Brambles Industries PLC, at a minimum
        price of 5 pence and up to 105% of the
        average middle market quotations for
        such shares derived from the London
        Stock Exchange Daily Official List,
        over the previous 5 business days;
        Authority expires at the end of the
        AGM of Brambles Industries PLC in 2004;
        the Company, before the expiry, may
        make a contract to purchase ordinary
        shares which will or may be executed
        wholly or partly
17.     Approve for all purposes, the rules                           Mgmt       No Action         *
        of the Brambles Industries Limited
        dividend reinvestment plan, including
        the Australian Stock Exchange
        Listing Rules 7.2 and 10.12



18.     Authorize the Directors to: a)                                Mgmt       No Action         *
        exercise the power contained in the
        Articles of Association of Brambles
        Industries PLC so that, to the extent
        and in the manner determined by the
        Directors, the holders of ordinary
        shares in Brambles Industries PLC be
        permitted to elect to receive new
        ordinary shares, credited as fully
        paid, instead of the whole or any part
        of any dividends paid by the Directors
        or declared by Brambles Industries PLC
        in general meeting during or in
        respect of any FY of Brambles
        Industries PLC ending on or prior to
        30 JUN 2008; and b) to capitalize an
        amount equal to the nominal value of
        the new ordinary share falling to be
        allotted pursuant to any elections
        made as aforesaid out of the amount
        standing to the credit of any reserve
        or fund, whether or not the same is
        available for distribution, as the
        Director may determine, to apply such
        sum in paying up such ordinary share
        in full and to allot such ordinary
        shares to the shareholders of Brambles
        Industries PLC validly making such
        elections
19.     Amend the Brambles Industries PLC                             Mgmt       No Action         *
        Articles of Association by deleting
        the existing paragraph (b) of Article
        63 and substituting a new paragraph

- -------------------------------------------------------------------------------------------------------
CARTER HOLT HARVEY LTD                                                        Agenda: 700474113
     CUSIP: Q21397122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: NZCAHE0001S6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING # 129167 DUE TO A REVISED                         Voting
        CUTOFF DATE. ALL VOTES RECEIVED ON THE
        PREVIOUS MEETING WILL BE DISREGARDED
        AND YOU WILL NEED TO REINSTRUCT ON
        THIS MEETING NOTICE. THANK YOU.
1.      Re-elect Mr. A.R. Lessin as a                                 Mgmt       No Action         *
        Director, who retires by rotation, in
        accordance with the Company s
        constitution
2.      Re-elect Mr. T.K. McDonald as a                               Mgmt       No Action         *
        Director, who retires by rotation, in



        accordance with the Company s
        constitution
3.      Re-elect Mr. B.N.G. McDonald as a                             Mgmt       No Action         *
        Director, pursuant to the provisions
        of Clause 29-3 of the constitution
4.      Re-elect Dr. H.M. Nugent as a                                 Mgmt       No Action         *
        Director, pursuant to the provisions
        of Clause 29-3 of the constitution
5.      Re-appoint Ernst & Young as the                               Mgmt       No Action         *
        Auditors of the Company

- -------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP                                                       Agenda: 700415260
     CUSIP: Q22273132                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/24/2003          ISIN: AU000000CEP9
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        reports of the Centro Properties
        Limited Company, the Centro
        Property Trust Trust and the
        reports of the Directors and the
        Auditor for the YE 30 JUN 2003
2.2     Approve the issue of up to 1,200,000                          Mgmt       No Action         *
        stapled securities to Mr. Andrew
        Thomas Scott as the Chief Executive
        Officer or an entity controlled by
        Mr. Scott that will hold stapled
        securities at the market price at
        the time of issue and on the same
        terms as stapled securities are
        issued under the Employee Share Plan
2.A     Re-elect Mr. Brian Healey as a                                Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with the Rule 14.2 of
        the Constitution of the Company
2.B     Re-elect Mr. Peter Graham Goldie as a                         Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with the Rule 14.2 of
        the Constitution of the Company
S.1     Amend the Eighth Supplemental Deed of                         Mgmt       No Action         *
        Centro Property Trust by deleting
        Clause 17.5 and substituting with a
        new Clause 17.5
S.2.1   Approve the issue of stapled                                  Mgmt       No Action         *
        securities on or before 24 OCT 2004
        to holders of ordinary stapled
        securities under the terms of the
        Security Purchase plan for holders of
        ordinary stapled securities

- -------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP                                                       Agenda: 700357735
     CUSIP: Q22273132                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 7/4/2003            ISIN: AU000000CEP9
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



S.1     Approve, for the purposes of the                              Mgmt       No Action         *
        Australian Stock Exchange Listing
        Rules 7.1 and 7.4, the constitutions
        of the Company and of the Trust, and
        the Corporations Act 2001, the issue
        of 54.5 million stapled securities at
        AUD 3.95 per stapled Security on 28
        MAY 2003, to retire the recently
        raised to acquire the Trusts 19.9%
        stake in MAP Shopping Center Trust

- -------------------------------------------------------------------------------------------------------
CENTRO PROPERTIES GROUP                                                       Agenda: 700404445
     CUSIP: Q22273132                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 9/18/2003           ISIN: AU000000CEP9
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Ratify the issue, for the purposes of                         Mgmt       No Action         *
        Australian Stock Exchange Listing
        Rules 7.1 and 7.4, the Constitutions
        of the Company and of the Trust, and
        the Corporations Act 2001, of
        10,340,254 stapled securities at AUD
        4.05 per stapled security on 25 JUL
        2003
S.2     Ratify the issue, for the purposes of                         Mgmt       No Action         *
        Australian Stock Exchange Listing
        Rules 7.1 and 7.4, the Constitutions
        of the Company and of the Trust, and
        the Corporations Act 2001, of
        1,743,584 stapled securities at AUD
        4.05 per stapled security on 25 JUL
        2003 under the terms of the Group s
        Employee Share Plan
S.3     Ratify the issue, for the purposes of                         Mgmt       No Action         *
        Australian Stock Exchange Listing
        Rules 7.1 and 7.4, the Constitutions
        of the Company and of the Trust, and
        the Corporations Act 2001, of
        48,900,000 stapled securities at AUD
        3.90 per stapled security on 05 AUG
        2003

- -------------------------------------------------------------------------------------------------------
COCA-COLA AMATIL LTD                                                          Agenda: 700474478
     CUSIP: Q2594P146                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: AU000000CCL2
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the accounts for                         Mgmt       No Action         *
        the YE 31 DEC 2003 and the reports
        of the Directors and the Auditors



2.1     Re-elect Ms. J.S.R. Broadbent, AO as                          Mgmt       No Action         *
        a Director, who retires in accordance
        with Article 81 of the Articles of
        Association
2.2     Re-elect Mr. H.A. Schimberg as a                              Mgmt       No Action         *
        Director, who retires in accordance
        with Article 75 of the Articles of
        Association
2.3     Elect Mr. G.J. Kelly as a Director,                           Mgmt       No Action         *
        to fill the vacancy arising as a
        consequence of Mr. Chestnut s
        retirement
3.      Approve, in accordance with the                               Mgmt       No Action         *
        Australian Stock Exchange listing
        rules, to allow Mr. T.J. Davis to
        participate in the Coca-Cola Amatil
        Limited Long Term Incentive Share
        Plan by offering him rights to
        acquire up to 274, 750 fully paid
        ordinary shares in the Company

- -------------------------------------------------------------------------------------------------------
COLES MYER LTD                                                                Agenda: 700427619
     CUSIP: Q26203101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/26/2003          ISIN: AU000000CML1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the presentation of the                               Non-       No Action         *
        Chairman and the Chief Executive                             Voting
        Officer
2.      Approve the financial report of the                           Non-       No Action         *
        Company for the FYE 27 JUL 2003                              Voting
        together with the Directors and the
        Auditor s reports
3.a     Re-elect Mr. Richard H. Allert as a                           Mgmt       No Action         *
        Director, who retires by rotation
3.b     Elect Dr. R. Keith as a Director                              Mgmt       No Action         *
3.c     Re-elect Mr. William P. Gurry as a                            Mgmt       No Action         *
        Director, who retires by rotation
3.d     Re-elect Mr. Anthony G. Hodgson as a                          Mgmt       No Action         *
        Director
3.e     Elect Ms. Sandra V. Mcphee as a                               Mgmt       No Action         *
        Director
3.f     Re-elect Mr. Michael Wemms as a                               Mgmt       No Action         *
        Director
4.      Approve the issue of 1,500,000                                Mgmt       No Action         *
        options to the Managing Director and
        Chief Executive Officer, Mr. Johan E.
        Fletcher on the specified terms



- -------------------------------------------------------------------------------------------------------
COMMONWEALTH BANK OF AUSTRALIA                                                Agenda: 700417593
     CUSIP: Q26915100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/31/2003          ISIN: AU000000CBA7
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Discuss the financial report, the                             Mgmt       No Action         *
        Directors report and the Auditor s
        report for the YE 30 JUN 2003
2.A     Re-elect Mr. A B Daniels as a                                 Mgmt       No Action         *
        Director who retires and, being
        eligible, offers himself for re-
        election, in accordance with Articles
        11.1 and 11.2 of the Constitution of
        Commonwealth Bank of Australia
2.B     Re-elect Mr. W G Kent as a Director                           Mgmt       No Action         *
        who retires and, being eligible,
        offers himself for re-election, in
        accordance with Articles 11.1 and
        11.2 of the Constitution of
        Commonwealth Bank of Australia
2.C     Re-elect Mr. F D Ryan as a Director                           Mgmt       No Action         *
        who retires and, being eligible,
        offers himself for re-election, in
        accordance with Articles 11.1 and
        11.2 of the Constitution of
        Commonwealth Bank of Australia
2.D     Re-elect Mr. F J Swan as a Director                           Mgmt       No Action         *
        who retires and, being eligible,
        offers himself for re-election, in
        accordance with Articles 11.1 and
        11.2 of the Constitution of
        Commonwealth Bank of Australia
2.E     Re-elect Ms. S C Kay as a Director                            Mgmt       No Action         *
        who retires and, being eligible,
        offers herself for re-election, in
        accordance with Articles 11.4(b) of
        the Constitution of Commonwealth Bank
        of Australia
S.3     PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER S PROPOSAL: Approve that
        the Board of Directors issue a report
        (at reasonable cost and omitting
        proprietary information) to
        shareholders by 1 MAY 2004 to include:
        a discussion of the direct and
        indirect environmental risks and
        opportunities that may significantly
        affect the Company s short and long
        term value and how they might impact
        on the business; a description of the
        Company s policies and procedures for
        managing direct and indirect risks to
        short term and long term value arising
        from environmental risks; Recognizing
        the ongoing controversy surrounding
        the logging of our old growth forests;
        the range



        of issues covered by the report should
        also include but not be limited to: 1)
        The risk of engaging in any commercial
        relationship which approve or ratify
        the development of, clearfelling of,
        selective logging of, or expenditure
        of funds on any activity which is
        likely to damage or destroy,
        identified property as defined in
        Clause 3 by a subsidiary, joint
        venture, partnership, trust, or other
        entity in which the Company has a
        pecuniary interest; 2) The impact upon
        the bank of not engaging in any
        commercial relationship that shall
        have the effect of causing the company
        to develop, clearfell, selectively
        log, or expend funds on any activity
        which is likely to damage or destroy,
        identified property as defined in
        Clause 3 below; 3) For the purposes of
        Clauses 1 and 2 above identified
        property means any real property or
        any part of any real property that is
        of high conservation value and old
        growth forest as defined by the
        reserve

- -------------------------------------------------------------------------------------------------------
CONTACT ENERGY LTD                                                            Agenda: 700449691
     CUSIP: Q2818G104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/17/2004           ISIN: NZCENE0001S6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Authorize the Board of Directors the                          Mgmt       No Action         *
        Board of Contact to fix the Auditor s
        remuneration
2.      Re-elect Mr. John Milne as a Director                         Mgmt       No Action         *
        of Contact
3.      Re-elect Mr. Bob Edgell as a Director                         Mgmt       No Action         *
        of Contact
4.      Re-elect Mr. Patrick Strange as a                             Mgmt       No Action         *
        Director of Contact
5.      Re-elect Mr. Tom McDaniel as a                                Mgmt       No Action         *
        Director of Contact
6.      Approve to increase, if Resolutions                           Mgmt       No Action         *
        7, 8, 9 and S.10 are passed, the total
        Directors remuneration payable
        annually to all Directors taken
        together for their services as
        Directors of Contact by NZD 405,000 to
        NZD 770,000 and that such increase
        take effect from 01 OCT 2003
7.      Approve that, if Resolutions 6, 8, 9                          Mgmt       No Action         *
        and S.10 are passed, Contact be



        authorized to provide financial
        assistance to Directors, or the
        entities which receive remuneration
        for services performed by Directors
        Director Entities in connection with
        the purchase of Contact shares, in
        particular to pay: a) to a Trustee
        initially New Zealand Permanent
        Trustees Limited the Trustee 1/3rd of
        the gross base Director s remuneration
        after 30 SEP 2003 in respect of each
        Qualifying Director from time to time
        for the purpose of the Trustee
        acquiring shares in Contact on trust
        on the terms set out in the
        explanatory notes accompanying the
        notice of the 2004 annual meeting of
        the shareholders; and b) the costs of
        the share trust
8.      Approve that, if Resolutions 6, 7, 9                          Mgmt       No Action         *
        and S.10 are passed, in order to
        compensate the Independent Directors
        as defined in Clause 1.1 of Contact s
        constitution in office at 30 SEP 2003
        for the removal of Contact s ability
        to make payments upon cessation of
        office, Contact be authorized in
        respect of each Director as follows:
        a) Mr. Phillip Pryke to pay the amount
        of NZD 141,197 to the Trustee for the
        purpose of the Trustee purchasing
        shares in Contact to be held in Trust
        until the Director retires and to pay
        the amount of NZD 69,545 on account of
        tax; (b) Mr. John Milne to pay the
        amount of NZD 84,453 to the Trustee
        for the purpose of the Trustee
        purchasing shares in Contact to be
        held in Trust until the Director
        retires and to pay the amount of NZD
        41,596 on account of tax; and (c) Mr.
        Tim Saunders to pay the amount of NZD
        68,403 to the Trustee for the purpose
        of the Trustee purchasing shares in
        Contact to be held in Trust until the
9.      Approve that, if Resolutions 6, 7, 8                          Mgmt       No Action         *
        and S.10 are passed, Contact be
        authorized to provide financial
        assistance in connection with the
        purchase of Contact shares, in
        particular to pay: a) the amounts in
        Resolution 8 on the terms of
        Resolution 8; and b) the costs of the
        share trust scheme



S.10    Amend, if Resolutions 6, 7, 8 and 9                           Mgmt       No Action         *
        are passed, Contact s constitution

- -------------------------------------------------------------------------------------------------------
CSL LTD                                                                       Agenda: 700414004
     CUSIP: Q3018U109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/16/2003          ISIN: AU000000CSL8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        statements and the reports of the
        Directors and the Auditors for the YE
        30 JUN 2003 and approve the final
        dividend in respect for the YE 30 JUN
        2003
2.a     Re-elect Mr. Peter H. Wade as a                               Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with Rule
        99(a) of the Constitution
2.b     Re-elect Mr. Arthur C. Webster as a                           Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with Rule
        99(a) of the Constitution Re-elect
        Mr. Peter H. Wade as a Director of
        the Company, who retires by rotation
        in accordance with Rule 99(a) of the
        Constitution
3.      Approve to renew Rule 147 of the                              Mgmt       No Action         *
        Constitution of the Company, for a
        period of three years
4.      Approve, for the purposes of                                  Mgmt       No Action         *
        Exception 7 in the ASX Listing Rule
        7.2, Exception 3 in the ASX Listing
        Rule 10.12 and for all other
        purposes, the terms of the Company s
        Dividend Re-investment Plan
5.      Approve the implementation and                                Mgmt       No Action         *
        administration of the Performance
        Rights Plan in accordance with its
        Rules and the issue of performance
        rights and shares under the
        Performance Rights Plan as an
        exception to ASX Listing Rule 7.1
6.      Approve, for the purposes of the ASX                          Mgmt       No Action         *
        Listing Rule 10.14 and in accordance
        with the Performance Rights Plan, to
        issue performance rights to any of
        the Executive Directors of the
        Company;  Authority expires at the
        end of 3 years and the issue of
        shares to the Executive Directors
        upon the exercise of any such



- -------------------------------------------------------------------------------------------------------
CSR LTD                                                                       Agenda: 700383918
     CUSIP: Q30297115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/17/2003           ISIN: AU000000CSR5
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
I.      Receive and approve the financial                             Mgmt       No Action         *
        report and the reports of the
        Directors and of the Auditors for the
        FYE 31 MAR 2003
II.a    Re-elect Mr. Carolyn Hewson as a                              Mgmt       No Action         *
        Director, who retires in accordance
        with Clause 55 of the Company s
        Constitution
II.b    Re-elect Mr. John Wylie as a                                  Mgmt       No Action         *
        Director, who retires in accordance
        with Clause 55 of the Company s
II.c    Re-elect Mr. Barry Jackson as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Clause 53.2 of the Company s
        Constitution
II.d    Elect Mr. John Story as a Director,                           Mgmt       No Action         *
        who retires in accordance with Clause
        53.2 of the Company s Constitution
S.I     Amend the Constitution of CRS Limited                         Mgmt       No Action         *
        to provide for sale of non- marketable
        parcels of 250 shares rather than
        approximately 80 shares before the
        demerger after demerger the Company
        encouraged shareholders to increase
        the size on purchases of a minimum of
        AUD 500 worth of CRS shares around 15%
        of the Company s 111,000 shareholders
        now have non-
S.II    Amend the Constitution of CSR                                 Mgmt       No Action         *
        Limited, in accordance with the
        Corporation Act 2001, to renew the
        proportional takeover provisions for
        a further three (3) years
S.III   Amend the Constitution of CRS Limited                         Mgmt       No Action         *
        to vary the number of Non-Executive
        Directors required to retire at each
        AGM under the existing Constitution is
        greater the number: a) determined by
        the Directors; b) required for
        compliance with the ASX Listing Rules;
        or c) two, in accordance with

- -------------------------------------------------------------------------------------------------------
FOSTER S GROUP LTD                                                            Agenda: 700413482
     CUSIP: Q3944W187                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/27/2003          ISIN: AU000000FGL6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive and consider the concise                              Non-       No Action         *
        financial report and the financial                           Voting



        report (financial statements, notes
        and Directors declaration) for the
        YE 30 JUN 2003, together with the
        consolidated accounts of the Company
        and its controlled entities in
        accordance with the Corporations Act
        2001, and the respective reports of
        the Directors and Auditors
1.      Re-elect Mrs. M L Cattermole as a                             Mgmt       No Action         *
        Director who retires by rotation in
        accorance with the Company s
        Constitution
2.      Approve, as an exception to ASX                               Mgmt       No Action         *
        Listing Rule 7.1, the issue of
        securities under the Foster s
        Employee Share and Option Plan, the
        Foster s 2001 International Employee
        Share Plan (No.1) and the Foster s
        2001 International Employee Share
        Plan (No.2)
3.      Approve, as an exception to ASX                               Mgmt       No Action         *
        Listing Rule 7.1, the issue of
        securities under the Foster s Long
        Term Incentive Plan
4.       Approve, subject to the attainment of                        Mgmt       No Action         *
        the relevant performance standards
        prescribed under the Foster s Long
        Term Incentive Plan (Plan), the
        acquisition of rights in respect of up
        to a maximum of 558,000 shares in
        respect of the 2003/2004 financial
        year by Mr. E T Kunkel, President and
        Chief Executive Officer of the
        Company, under the Plan

- -------------------------------------------------------------------------------------------------------
FOSTER S GROUP LTD                                                            Agenda: 700455961
     CUSIP: Q3944W187                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/17/2004           ISIN: AU000000FGL6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve that, for the purposes of                             Mgmt       No Action         *
        Section 257C(1) of the Corporations
        Act 2001, the buy-back of up to 200
        million fully paid ordinary shares in
        the Company during the next 12 months
        under an on-market buy-back, being in
        excess of the 10/12 limit as defined
        in Section 257B(4) of the Corporations
        Act 2001, as specified
2.      Re-elect Mr. Maxwell G. Ould as a                             Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Constitution



- -------------------------------------------------------------------------------------------------------
GENERAL PROPERTY TRUST                                                        Agenda: 700485851
     CUSIP: Q40060107                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: AU000000GPT8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-appoint Mr. Kenneth John Moss as a                         Mgmt       No Action         *
        Director of GPT Management Ltd as
        endorsed by the Unitholders of
        General Property Trust

- -------------------------------------------------------------------------------------------------------
INSURANCE AUSTRALIA GROUP LTD                                                 Agenda: 700423914
     CUSIP: Q49361100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/12/2003          ISIN: AU000000IAG3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive and approve the Company s                             Non-       No Action         *
        financial statements and reports for                         Voting
        the YE 30 JUN 2003
1.      Approve, for the purposes of the ASX                          Mgmt       No Action         *
        Listing Rules 7.1 and 7.2 and for all
        other purposes, the terms of the
        Insurance Australia Group Limited
        Dividend Reinvestment Plan as
        prescribed
2.      Approve, for the purposes of the ASX                          Mgmt       No Action         *
        Listing Rule 7.4 and for all other
        purposes, the issues by the Company
        in accordance with the Rules of the
        Company s Dividend Reinvestment Plan
        of: a) 16,239,756 ordinary shares at
        AUD 2.79 for each share on 09 APR
        2003, under the underwriting
        arrangements for the Company s
        dividend Reinvestment Plan; and b)
        10,366,388 ordinary shares at AUD
        2.79 each on 14 APR 2003 to the
        shareholders in the Company s
        Dividend Reinvestment Plan
3.      Approve, for the purposes of the ASX                          Mgmt       No Action         *
        Listing Rule 7.4 and for all other
        purposes, the issue by the Company on
        20 JUN 2003 of 2,000,000 reset
        preference shares RPS2  at AUD 100
        each
4.      Approve, for the purposes of the ASX                          Mgmt       No Action         *
        Listing Rule 10.14 and for all other
        purposes, the grant of up to
        1,500,000 performance award rights
        under the Company s Performance Award
        Rights Plan, to Mr. Michael Hawker,
        the Chief Executive Officer CEO of
        the Company, as a part of his
        remuneration for services as the CEO
7.      Re-elect Mr. Neil Hamilton as a                               Mgmt       No Action         *



        Director, who retires by rotation in
        accordance with the Company s
        Constitution
8.      Re-elect Mr. James Strong as a                                Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Constitution
S.5     Amend the present form of the                                 Mgmt       No Action         *
        Constitution of the Company by
        replacing it with a new form of the
        Constitution
S.6     Amend, subject to the passing of                              Mgmt       No Action         *
        Resolution S.5, the Constitution of
        the Company by inserting a new
        Schedule 1 to the Constitution

- -------------------------------------------------------------------------------------------------------
INSURANCE AUSTRALIA GROUP LTD                                                 Agenda: 700446734
     CUSIP: Q49361118                         Meeting Type: CLS
    Ticker:                                   Meeting Date: 2/2/2004            ISIN: AU0000IAGPA9
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to amend the Terms of Issue                           Mgmt       No Action         *
        of the class of reset preference
        shares issued by the Company on 04

- -------------------------------------------------------------------------------------------------------
INVESTA PROPERTY GROUP                                                        Agenda: 700412391
     CUSIP: Q4968M105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/9/2003           ISIN: AU000000IPG1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive the financial statements for                          Non-       No Action         *
        the YE 30 JUN 2003, together with the                        Voting
        reports of the Directors and
        Auditors thereon and the Directors
1.      Re-elect Mr. S. Mays as a Director,                           Mgmt       No Action         *
        who retires in accordance with Rule
        7.1(e)(2) of IPL s Constitution
2.      Approve to increase the maximum fees                          Mgmt       No Action         *
        payable annually to the Non-Executive
        Directors of the Company by AUD
        400,000 to a total of AUD 1,000,000

- -------------------------------------------------------------------------------------------------------
JOHN FAIRFAX HOLDINGS LTD                                                     Agenda: 700418139
     CUSIP: Q50804105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/31/2003          ISIN: AU000000FXJ5
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-elect Mr. Mark Burrows as a                                Mgmt       No Action         *
        Director of the Company
2.      Re-elect Mr. Roger Corbett as a                               Mgmt       No Action         *
        Director of the Company



3.      Re-elect Mr. David Gonski as a                                Mgmt       No Action         *
        Director of the Company
4.      Re-elect Ms. Margaret Jackson as a                            Mgmt       No Action         *
        Director of the Company
5.      Re-elect Mr. Ronald Walker as a                               Mgmt       No Action         *
        Director of the Company
6.      Approve the institutional placement,                          Mgmt       No Action         *
        for the purposes of ASX Listing Rules
        7.1 and 7.4, being the issue of
        110,246,393 ordinary shares in the
        Company on or around 23 APR 2003 at an
        issue price of AUD 2.77 a share
7.      Approve the terms of dividend                                 Mgmt       No Action         *
        reinvestment Plan, for the purposes
        of ASX Listing Rules 7.2

- -------------------------------------------------------------------------------------------------------
LEIGHTON HOLDINGS LTD                                                         Agenda: 700422443
     CUSIP: Q55190104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/6/2003           ISIN: AU000000LEI5
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        report and reports of the Directors
        and Auditor for the YE 30 JUN 2003
2.1     Re-elect Mr. A. Drescher as a                                 Mgmt       No Action         *
        Director who retires by rotation in
        accordance with Clause 18 of the
        Company s Constitution
2.2     Re-elect Mr. R. Johnson as a Director                         Mgmt       No Action         *
        who retires by rotation in
        accordance with Clause 18 of the
        Company s Constitution
2.3     Re-elect Mr. D.A. Mortimer as a                               Mgmt       No Action         *
        Director who retires by rotation in
        accordance with Clause 18 of the
        Company s Constitution

- -------------------------------------------------------------------------------------------------------
LEND LEASE CORP LTD                                                           Agenda: 700423801
     CUSIP: Q55368114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/12/2003          ISIN: AU000000LLC3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial report for the                          Mgmt       No Action         *
        YE 30 JUN 2003, together with the
        reports of the Directors and the
        Auditors thereon
2.      Elect Ms. J.E. Curin as a Director,                           Mgmt       No Action         *
        who retires in accordance with Rule
        6.1e of the Constitution
3.      Re-elect Mr. G.C. Edington as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Rule 6.1f of the Constitution



4.      Re-elect Mr. P.C. Goldmark as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Rule 6.1f of the Constitution
5.      Re-elect Mr. R.A. Longes as a                                 Mgmt       No Action         *
        Director, who retires in accordance
        with Rule 6.1f of the Constitution
S.6     Approve to renew the proportional                             Mgmt       No Action         *
        takeover provisions contained in Rule
        15 of the Constitution, as amended
        as specified for a period of 3 years
7.      Authorize the Non Executive Directors                         Mgmt       No Action         *
        to acquire shares or interests in
        shares in the Company on the basis
        that: a) the Company may issue to or
        fund the acquisition for, or for the
        benefit of, each Non Executive
        Director of a number of shares in the
        Company in any year which is equal in
        value to all or part of the fees which
        would otherwise be payable to the
        Director for that year under Rule 8.3a
        of the Constitution; b) any
        acquisitions authorized by this
        resolution will be made on behalf of
        each participating Director each half
        year at the price for that period
        determined under the rules of the
        Company s Share Purchase Plan; a
        Director acquiring shares under the
        Plan will not be entitled to Director s
        fees to an amount equal to the price
        of the shares acquired; and a Director
        may not deal with shares acquired
        under this Plan until the date of
        retirement of the Director, except as
        necessary to meet an earlier tax
        liability
8.      Authorize the Company, in addition to                         Mgmt       No Action         *
        any existing authority, to buy back up
        to 44 million shares 10% of its issued
        ordinary shares as at 30 JUN 2003 over
        the 12 months commencing on the date
        of passing of this resolution, by way
        of an on market buyback

- -------------------------------------------------------------------------------------------------------
MACQUARIE BANK LTD                                                            Agenda: 700388691
     CUSIP: Q56993167                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/31/2003           ISIN: AU000000MBL3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and receive the financial                             Non-       No Action         *
        report, the report of the voting                             Voting



        Directors and the Auditor s report
        for the YE 31 MAR 2003
2.      Re-elect Mr. B.R. Martin as a Voting                          Mgmt       No Action         *
        Director of the Company
3.      Re-elect Mr. H.K. McCann as a Voting                          Mgmt       No Action         *
        Director of the Company
4.      Re-elect Mr. L.G. Cox as a Voting                             Mgmt       No Action         *
        Director of the Company
5.      Elect Mr. J.R. Niland as a Voting                             Mgmt       No Action         *
        Director of the Company
6.      Elect Mr. P.M. Kirby as a Voting                              Mgmt       No Action         *
        Director
7.      Approve to increase the remuneration                          Mgmt       No Action         *
        of the Voting Directors for acting as
        Voting Directors, for the years from
        and including the year commencing on
        01 JUL 2003, by AUD 400,000 per annum
        from AUD 1,200,000 per annum to such
        annual sum, not exceeding AUD
        1,600,000 per annum as the Voting
        directors determine, to be divided in
        accordance with the Company s
        Constitution

- -------------------------------------------------------------------------------------------------------
MACQUARIE INFRASTRUCTURE GROUP                                                Agenda: 700421453
     CUSIP: Q5701N102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/29/2003          ISIN: AU000000MIG8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS A                                    Non-       No Action         *
        UNITHOLDERS  (OTHER) MEETING.                                Voting
S.1     Ratify the issue of conversion rights                         Mgmt       No Action         *
        in form of options
S.12    Approve the disapplication of pre-                            Mgmt       No Action         *
        emptive rights
S.2     Approve the issue of fully paid                               Mgmt       No Action         *
        securities on exercise of conversion
        rights
S.3     Amend constitution-distribution and                           Mgmt       No Action         *
        Dividend Reinvestment Plan for
        Macquarie Infrastructure Trust (II)
S.4     Ratify the issue of conversion rights                         Mgmt       No Action         *
        in form of options
S.5     Approve the issue of fully paid                               Mgmt       No Action         *
        securities on exercise of conversion
        rights
S.6     Amend the Constitution-Distribution                           Mgmt       No Action         *
        and Dividend Reinvestment Plan for
        Macquire European Infrastructure PLC
7.      Receive 30 JUN 2003 accounts                                  Mgmt       No Action         *
8.      Elect Mr. John Poulter as a Director                          Mgmt       No Action         *



9.      Appoint PricewaterhouseCoopers LLP as                         Mgmt       No Action         *
        Auditors
10.     Authorize dividend reinvested                                 Mgmt       No Action         *
11.     Authorize the Directors to allot                              Mgmt       No Action         *
        unissued share capital
13.     Ratify the issue of conversion rights                         Mgmt       No Action         *
        in the form of options

- -------------------------------------------------------------------------------------------------------
MAYNE GROUP LTD                                                               Agenda: 700421061
     CUSIP: Q58572100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/10/2003          ISIN: AU000000MAY8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        report of the Company for the YE 30
        JUN 2003 and the reports of the
        Directors and Auditors
2.      Re-elect Mr. P C Barnett as a                                 Mgmt       No Action         *
3.      Re-elect Mr. R McR Russell as a                               Mgmt       No Action         *
        Director
5.      Approve the acquisition by or on                              Mgmt       No Action         *
        behalf of the Group Managing Director
        and Chief Executive Officer, Mr. S B
        James, of fully paid ordinary shares
        in the Company in accordance with
        the Company s Senior Executive Short
        Term Incentive Plan
S.4     Approve that rule 80 of the Company s                         Mgmt       No Action         *
        Constitution be re-inserted for a
        period of three years commencing on
        24 NOV 2003

- -------------------------------------------------------------------------------------------------------
MAYNE GROUP LTD                                                               Agenda: 700452268
     CUSIP: Q58572100                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/4/2004            ISIN: AU000000MAY8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Authorize the Company to buy-back of                          Mgmt       No Action         *
        up to 180 million of its issued
        ordinary shares by buy-back agreements
        under: 1) an off-market tender
        buy-back; and 2) on-market buy-backs,
        upon the terms, and entry into, of the
        buy-back agreements to the extent that
        approval of such buy- back agreements
        required under the Corporations Act
        2001



- -------------------------------------------------------------------------------------------------------
MIRVAC GROUP                                                                  Agenda: 700415640
     CUSIP: Q62377108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/6/2003           ISIN: AU000000MGR9
                                                                                            For/Against
</Table>

<Table>
                                                                                    
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-elect Ms. Anna Buduls as a                                 Mgmt       No Action         *
        Director of Mirvac Limited
2.      Re-elect Mr. Barry Neil as a Director                         Mgmt       No Action         *
        of Mirvac Limited
3.      Re-elect Mr. Robert Webster as a                              Mgmt       No Action         *
        Director of Mirvac Limited
4.      Approve the amended rules governing                           Mgmt       No Action         *
        the Mirvac Group Distribution
        Reinvestment Plan
5.      Ratify the issue of 49,751,244                                Mgmt       No Action         *
        million fully paid ordinary Mirvac
        Group stapled securities to certain
        institutions on 18 FEB 2003 as an
        ordinary resolution of Mirvac Limited
        and as a special resolution of
        Mirvac Funds Limited
6.      Approve that the total amount                                 Mgmt       No Action         *
        available for remuneration of the
        Non-Executive Directors of Mirvac
        Limited for the years from and
        including the year commencing on 01
        JUL 2003 be increased by AUD 100,000
        per annum from AUD 500,000 per annum
        to such annual sum not exceeding AUD
        600,000 per annum as the Directors
        determine to be divided among the
        Non-Executive Directors
7.      Approve the participation in the                              Mgmt       No Action         *
        Employee Incentive Scheme EIS by
        the issue of stapled securities to a
        value of AUD 200,000 to Mr. Barry
        H.R. Neil, Executive Director of
        Mirvac Limited
8.      Approve the partcipation in the                               Mgmt       No Action         *
        Employee Incentive Scheme EIS by
        the issue of stapled securities to a
        value of AUD 200,000 to Mr. Dennis J.
        Broit, Executive Director of Mirvac
        Limited

- -------------------------------------------------------------------------------------------------------
NATIONAL AUSTRALIA BANK LTD                                                   Agenda: 700434943
     CUSIP: Q65336119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/19/2003          ISIN: AU000000NAB4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Acknowledge the Chairman s address                            Mgmt       No Action         *
        and presentation by the Managing
        Director and the Chief Executive



2.      Receive and approve the financial                             Mgmt       No Action         *
        report and the report of the
        Directors for the YE 30 SEP 2003,
        together with the Independent Audit
        report to the Members of the National
3.1     Re-elect Mr. P.J.B. Duncan as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Article 10.3 of the National s
        Constitution
3.2     Re-elect Dr. E.D. Tweddell as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Article 10.3 of the National s
        Constitution
3.3     Re-elect Mrs. C.M. Walter as a                                Mgmt       No Action         *
        Director, who retires in accordance
        with Article 10.3 of the National s
        Constitution
3.4     Appoint Mr. J.M. Stewart as a                                 Mgmt       No Action         *
        Director in accordance with Article
        10.13 of the National s Constitution
3.5     Appoint Mr. J.G. Thorn as a Director                          Mgmt       No Action         *
        in accordance with Article 10.13 of
        the National s Constitution
4.      Approve to grant of options,                                  Mgmt       No Action         *
        performance rights and shares to the
        Managing Director of National
        Australian Group Europe Limited, Mr.
        J.M. Stewart
5.      Approve to grant of options,                                  Mgmt       No Action         *
        performance rights and shares to the
        Managing Driector and Chief Executive
        Officer, Mr. F.J. Cicutto
6.      Approve: a) the amendment to the                              Mgmt       No Action         *
        retirement benefits schemes for the
        Non-Executive Directors of the
        National and its controlled entities;
        and b) the acquisition of an
        interest in securities of the
        National by or on or on behalf of
        such Non-Executive Directors as
        determined by the National, who would
        otherwise have become entitled to a
        payment when they ceased to be a
        Director under the relevant
7.      Approve to increase maximum                                   Mgmt       No Action         *
        remuneration by AUD 1,300,000 per
        annum to a maximum of AUD 500,000 per
        annum, provided by the National to the
        Non-Executive Directors of the
        National for their services both to
        the National and to entities with
        which the National is associated
8.      Approve the acquisition of an                                 Mgmt       No Action         *
        interest in securities of the



        National by or on behalf of the Non-
        Executive Directors under the NED
        Non-Executive Director Share Plan
S.9     Approve the terms of the buy-back                             Mgmt       No Action         *
        agreements under the selective buy-
        back Scheme relating to the 0%
        preference shares may in certain
        circumstances convert

- -------------------------------------------------------------------------------------------------------
NATIONAL AUSTRALIA BANK LTD                                                   Agenda: 700504702
     CUSIP: Q65336119                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: AU000000NAB4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS GENERAL MEETING                         Non-       No Action         *
        IS CONVENED FOLLOWING THE RECEIPT OF                         Voting
        NOTICES OF INTENTION ON FRIDAY 26
        MAR 2004 TO MOVE A RESOLUTION FOR THE
        REMOVAL OF MRS. CATHERINE WALTER AS
        A DIRECTOR OF THE NATIONAL, PURSUANT
        TO S203D OF THE CORPORATIONS ACT.
        THOSE NOTICES OF INTENTION WERE
        SIGNED BY MR. GRAHAM KRAEHE, THE
        CHAIRMAN OF THE NATIONAL, DR. KENNETH
        MOSS, THE SENIOR INDEPENDENT
        DIRECTOR OF THE NATIONAL, DR. BRIAN
        CLARK, MR. PETER DUNCAN, MR. JOHN
        THORN, MR. GEOFFREY TOMLINSON AND DR.
        EDWARD TWEDDELL, WHO ARE ALL NON-
1.      Approve to remove Ms. Catherine                               Mgmt       No Action         *
        Walter as a Director of Nation
        Australia Bank Limited

- -------------------------------------------------------------------------------------------------------
NEWCREST MINING LTD                                                           Agenda: 700417175
     CUSIP: Q6651B114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/29/2003          ISIN: AU000000NCM7
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive and consider the financial                            Mgmt       No Action         *
        reports of the Company and its
        controlled entities for the YE 30 JUN
        2003 and the reports of the
        Directors and the Auditors thereon
2.1     Elect Mr. Mick O Leary as a Director                          Mgmt       No Action         *
        of the Company
2.2     Re-elect Mr. Ian Johnson as a                                 Mgmt       No Action         *
        Director, who retires by rotation and
        being eligible offers himself for
        re-election
2.3     Re-elect Mr. Bryan Davis as a                                 Mgmt       No Action         *



        Director, who retires by rotation and
        being eligible offers himself for
        re-election
3.      Approve that the aggregate sum per                            Mgmt       No Action         *
        annum available for payment to the
        Non-Executive Directors of the
        Company as remuneration for their
        services be increased by AUD200,000
        from AUD800,000 up to a maximum sum
        of AUD1,000,000 per annum in
        accordance with Rule 58 of the

- -------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD                                                      Agenda: 700413925
     CUSIP: Q67027112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/15/2003          ISIN: AU000000NCP0
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to grant, pursuant to and in                          Mgmt       No Action         *
        accordance with the terms and
        conditions of the News Corporation
        Share Option Plan Plan, to Mr. C.
        Carey an Executive Director of the
        Company, 500,000 number of options,
        Mr. P. Chernin an Executive Director
        of the Company, 1,000,000 number of
        options, Mr. D.F. De Voe an Executive
        Director of the Company, 500,000
        number of options, Mr. J.R. Murdoch
        an Executive Director of the Company,
        275,000 number of options, Mr. L.K.
        Murdoch an Executive Director of the
        Company, 375,000 number of options,
        and to Mr. A.M. Siskind an Executive
        Director of the Company, 500,000
        number of options to acquire
        preferred limited voting ordinary
2.      Approve the payment of an aggregate                           Mgmt       No Action         *
        of up to AUD 1.85 million
        approximately USD 1.2 million per
        annum to the Directors, other than any
        in full time employment of the Company
        or any of its subsidiaries, for their
        services as Directors

- -------------------------------------------------------------------------------------------------------
ONESTEEL LTD                                                                  Agenda: 700422873
     CUSIP: Q7134W113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/17/2003          ISIN: AU000000OST6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        statements and the Directors
        declaration and the report for the YE
        30 JUN 2003, together with the



        Auditors report to the Members of the
        Company
2.1     Re-elect Mr. N.J. Roach as a Director                         Mgmt       No Action         *
2.2     Re-elect Mr. P.J. Smedley as a                                Mgmt       No Action         *
3.      Approve to increase the maximum                               Mgmt       No Action         *
        aggregate amount payable to the Non-
        Executive Directors by way of
        Directors remuneration from AUD
        1,000,000 to AUD 1,300,000 per annum

- -------------------------------------------------------------------------------------------------------
ORICA LIMITED                                                                 Agenda: 700434979
     CUSIP: Q7160T109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/17/2003          ISIN: AU000000ORI1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING # 118486 DUE TO CHANGE IN                         Voting
        THE AGENDA.  ALL VOTES RECEIVED ON
        THE PREVIOUS MEETING WILL BE
        DISREGARDED AND YOU WILL NEED TO
        REINSTRUCT ON THIS MEETING NOTICE.
1.      Receive and consider the financial                            Mgmt       No Action         *
        report, the Directors report and the
        Auditor s report for the YE 30 SEP
2.1     Re-elect Mrs. Catherine Walter as a                           Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Rule 58.1 of the
        Company s Constitution
2.2     Elect Mr. Peter Kirby as a Director,                          Mgmt       No Action         *
        who retires by rotation in accordance
        with Rule 47 of the Company s
        Constitution
2.3     Elect Mr. Michael Tilley as a                                 Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Rule 47 of the
        Company s Constitution

- -------------------------------------------------------------------------------------------------------
ORIGIN ENERGY LTD                                                             Agenda: 700415804
     CUSIP: Q71610101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/16/2003          ISIN: AU000000ORG5
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the Statements                           Mgmt       No Action         *
        of Financial Position and Statements
        of Financial Performance of the
        Company and the entities it
        controlled during the year for the YE
        30 JUN 2003 and the reports of the
        Directors and Auditors thereon
2.1     Elect Ms. Helen M. Nugent as a                                Mgmt       No Action         *



2.2     Elect Mr. H. Kevin McCann as a                                Mgmt       No Action         *
2.3     Elect Mr. Bruce G. Beeren as a                                Mgmt       No Action         *
2.4     Elect Mr. Colin B. Carter as a                                Mgmt       No Action         *
3.      Approve the grant to Managing                                 Mgmt       No Action         *
        Director Mr. Grant A. King of options
        to subscribe for up to one million
        fully paid ordinary shares in the
        Company at an exercise price equal to
        the Origin Energy market price, and
        the allotment to Mr. Grant A. King of
        up to one million fully paid
        ordinary shares in the Company
4.      Approve the grant to Executive                                Mgmt       No Action         *
        Director Mr. Bruce G. Beeren of
        options to subscribe for up to five
        hundred and fifty thousand fully paid
        ordinary shares in the Company at an
        exercise price equal to the Origin
        Energy market price, and the
        allotment to Mr. Bruce G. Beeren of
        up to five hundred and fifty thousand
        fully paid ordinary shares in the
        Company pursuant to the valid
        exercise of those options
5.      Approve that the maximum sum of fees                          Mgmt       No Action         *
        payable to the Directors of the
        Company and its unlisted subsidiaries
        shall be increased by AUD 300,000 to
        AUD 950,000 per annum
S.6     Amend Article 64 of the Constitution                          Mgmt       No Action         *
        of the Company

- -------------------------------------------------------------------------------------------------------
PAPERLINX LTD                                                                 Agenda: 700415296
     CUSIP: Q73258107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/23/2003          ISIN: AU000000PPX1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Non-       No Action         *
        statements and the Directors                                 Voting
        declaration and the report for the YE
        30 JUN 2003, together with the
        Auditor s report
2.a     Re-elect Mr. D.G. Abotomey as a                               Mgmt       No Action         *
        Director, who retires in accordance
        with Rule 63.1 of the Company s
        Constitution
2.b     Re-elect Mr. A.F. Guy as a Director,                          Mgmt       No Action         *
        who retires in accordance with Rule
        63.1 of the Company s Constitution
2.c     Re-elect Mr. P.R. Waterworth as a                             Mgmt       No Action         *
        Director, who retires in accordance



        with Rule 63.1 of the Company s
        Constitution
3.      Approve, for the purpose of Listing                           Mgmt       No Action         *
        Rules 7.1 and 7.4. to issue of
        securities which has been made by the
        Company pursuant to the
        Institutional Placement
S.4a    Amend the Constitution of the Company                         Mgmt       No Action         *
        by deleting some words from Rule
        63.1 and by substitute with new words
        in their place
S.4b    Amend the Constitution of the Company                         Mgmt       No Action         *
        by reinstating Rule 97
S.4c    Amend the Constitution of the Company                         Mgmt       No Action         *
        by adding a new Rule 99

- -------------------------------------------------------------------------------------------------------
PATRICK CORPORATION LTD                                                       Agenda: 700447255
     CUSIP: Q7376V104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/5/2004            ISIN: AU000000PRK4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        report, the Directors report and the
        Auditor s report of the Company for
        the YE 30 SEP 2003
2.a     Re-elect Mr. Peter Scanlon as a                               Mgmt       No Action         *
        Director of the Company, who retires
        by rotation in accordance with the
        Company s Constitution
2.b     Elect Mr. Edwin John Cloney as a                              Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with the Company s
        Constitution
2.c     Elect Mr. Geoff Carmody as a Director                         Mgmt       No Action         *
        of the Company, who retires in
        accordance with the Company s
        Constitution
3.      Approve to increase the yearly                                Mgmt       No Action         *
        aggregate sum available to the Non-
        Executive Directors of the Company as
        remuneration for their services by
        AUD 200,000 to AUD 500,000 for the
        year commencing 01 OCT 2003
4.      Approve to subdivide each of the                              Mgmt       No Action         *
        existing ordinary shares in the
        capital of the Company into three
        shares, such subdivision to take
        effect from 12 FEB 2004

- -------------------------------------------------------------------------------------------------------
PATRICK CORPORATION LTD                                                       Agenda: 700432052
     CUSIP: Q7376V104                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 12/11/2003          ISIN: AU000000PRK4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve, for the purposes of ASX                              Mgmt       No Action         *
        Listing Rule 7.1, the issue of up to
        3.75 million convertible reset
        perpetual notes

- -------------------------------------------------------------------------------------------------------
QBE INSURANCE GROUP LTD                                                       Agenda: 700464465
     CUSIP: Q78063114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: AU000000QBE9
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Mgmt       No Action         *
        reports and the reports of the
        Directors and of the Auditor for the
        YE 31 DEC 2003
2.a     Re-elect Mr. L.F. Bleasel AM as a                             Mgmt       No Action         *
        Director of the Company, who retires
        in rotation in accordance with Clause
        76 of the Company s Constitution
2.b     Re-elect Honorable N.F. Greiner AC as                         Mgmt       No Action         *
        a Director of the Company, who
        retires in rotation in accordance
        with Clause 76 of the Company s
3.      Approve, for the purpose of ASX                               Mgmt       No Action         *
        Listing Rule 10.17 and for all other
        purposes, to increase the maximum
        aggregate remuneration payable to all
        Non-Executive Directors by AUD 700,000
        to AUD 2.2 million per FY, such
        remuneration to be divided among the
        Non-Executive Directors in fixed sums
        in such proportions and manner as they
        may determine
5.      Approve, for the purpose of ASX                               Mgmt       No Action         *
        Listing Rule 10.14 and for all other
        purposes, the grant to the Chief
        Executive Officer, Mr. F.M. O Halloran
        of conditional rights over a maximum
        of 46,474 unissued ordinary shares in
        the Company and an option to subscribe
        for a maximum of 123,931 unissued
        ordinary shares of the Company and the
        allotment of ordinary shares in the
        Company on satisfaction of the
        conditions attached to the conditional
        rights and on valid exercise of the
        option under the Senior Executive
        Equity
S.4     Amend the Company s Constitution,                             Mgmt       No Action         *
        subject to the passing of Resolution
        3, by inserting the new Clause 79A
        regarding the Non-Executive Directors
        retirement allowances



- -------------------------------------------------------------------------------------------------------
RINKER GROUP LTD                                                              Agenda: 700383920
     CUSIP: Q8142Y109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/17/2003           ISIN: AU000000RIN3
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial report and the                          Mgmt       No Action         *
        reports of the Directors and of the
        Auditors for the FYE 31 MAR 2003
2.a     Re-elect Mr. Marshall Criser as a                             Mgmt       No Action         *
        Director of the Company
2.b     Re-elect Mr. John Arthur as a                                 Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Clause 56 of the
        Company s Constitution
2.c     Re-elect Mr. Walter Revell as a                               Mgmt       No Action         *
        Director of the Company
2.d     Re-elect Mr. David Clarke as a                                Mgmt       No Action         *
        Director of the Company

- -------------------------------------------------------------------------------------------------------
RIO TINTO LTD                                                                 Agenda: 700465467
     CUSIP: Q81437107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: AU000000RIO1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Authorize the Company to: a) buy back                         Mgmt       No Action         *
        from Tinto Holdings Australia Pty
        Limited of fully paid ordinary shares
        in the Company, upon the terms and
        conditions in the draft Buy Back
        Agreement between the Company and
        Tinto Holdings Australia Pty Limited;
        and b) on-market buy backs by the
        Company of ordinary shares: i) make
        market buy back of ordinary shares,
        which be bought back on the market by
        the Company, not exceeding 10% of the
        minimum number of ordinary shares on
        issue excluding from that minimum
        number those ordinary shares held by
        or on behalf of Tinto Holdings
        Australia Pty Limited or any other
        subsidy or Rio Tinto PLC during such
        period; and ii) at a price per
        ordinary share of not more than 5%
        above the average market price of the
        ordinary shares calculated over the
        previous 5 business days on the
        Australian Stock
2.      Approve the Mining Companies                                  Mgmt       No Action         *
        Comparative Plan 2004 and the Share
        Option Plan 2004, subject to such
        modifications deemed necessary by the



        Directors to take account of the
        requirements of Australian Stock
        Exchange Limited, London Stock
        Exchange Limited or prevailing
        practice
3.      Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of Resolution 2, to grant
        any or all of the following before 22
        APR 2007: a) options over ordinary
        shares under the Mining Companies
        Comparative Plan 2004; b) conditional
        awards of ordinary shares under the
        Mining Companies Comparative Plan
        2004; and c) options under the Share
        Savings Plan, to Mr. Leigh Oxford of
        871,000 options and 580,000 shares and
        Mr. Oscar Greeneveld of 303,000 and
        212,000 shares
4.      Elect Sir John Kerr as a Director                             Mgmt       No Action         *
5.      Re-elect Mr. Leigh Clifford as a                              Mgmt       No Action         *
        Director
6.      Re-elect Mr. Guy Elliott as a                                 Mgmt       No Action         *
7.      Re-elect Sir Richard Sykes as a                               Mgmt       No Action         *
        Director
8.      Re-elect Sir Richard Giordano as a                            Mgmt       No Action         *
        Director
9.      Approve the remuneration report set                           Mgmt       No Action         *
        out in the 2003 annual review an the
        2003 annual report and the financial
        statements
10      Re-appoint PricewaterhouseCoopers LLP                         Mgmt       No Action         *
        as the Auditors of Rio Tinto Plc
        until the conclusion of the next AGM
        and authorize the Audit Committee to
        determine their remuneration
11.     Receive the Company s financial                               Mgmt       No Action         *
        statements, the report of the
        Directors and the report of the
        Auditors for YE 31 DEC 2003

- -------------------------------------------------------------------------------------------------------
SANTOS LTD                                                                    Agenda: 700482172
     CUSIP: Q82869118                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/7/2004            ISIN: AU000000STO6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the financial                             Non-       No Action         *
        report for the YE 31 DEC 2003 and the                        Voting
        reports of the Directors and the
        Auditors thereon
2.1     Re-elect Mr. Richard Michael Harding                          Mgmt       No Action         *
        as a Director, who retires in



        accordance with Article 96 of the
        Company s Constitution
2.2     Re-elect Mr. Professor Judith Sloan                           Mgmt       No Action         *
        as a Director, who retires in
        accordance with Article 99 of the
        Company s Constitution
2.3     Re-elect Mr. Stephen Gerlach as a                             Mgmt       No Action         *
        Director, who retires in accordance
        with Article 99 of the Company s
        Constitution
3.      Approve to increase Directors fees                            Mgmt       No Action         *
        to AUD 1,500,000 per year

- -------------------------------------------------------------------------------------------------------
SONIC HEALTHCARE LIMITED                                                      Agenda: 700426910
     CUSIP: Q8563C107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/27/2003          ISIN: AU000000SHL7
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Re-elect Mr. Barry Patterson as                               Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Article 71 of the
        Company s Constitution
2.      Re-elect Mr. Colin Jackson as                                 Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Article 71 of the
        Company s Constitution
3.      Re-elect Dr Michael Robinson as                               Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Article 71 of the
        Company s Constitution
4.      Approve, for the purposes of Listing                          Mgmt       No Action         *
        7.2 of Australian Stock Exchange
        Limited and for all other purposes,
        the issue of options to acquire
        ordinary shares under and in
        accordance with the terms of the
        Sonic Healthcare Limited Employee
5.      Approve to amend the expiry date for                          Mgmt       No Action         *
        the options originally issued to Dr.
        Colin Goldschmidt (Managing Director)
        to acquire 3 million ordinary shares
        in the capital of the Company at AUD
        5.32 each, as approved by
        shareholders of the Company on 15 NOV
        1999,  from 20 April 2005 to 20
6.      Approve to amend the expiry date for                          Mgmt       No Action         *
        the options originally issued to Mr.
        Christopher Wilks (Finance Director)
        to acquire 1.5 million ordinary
        shares in the capital of the Company
        at AUD 5.32 each, as approved by
        shareholders of the Company on 15 NOV
        1999,  from 20 April 2005 to 20



S.7     Amend the Constitution of the Company                         Mgmt       No Action         *
        by reinstating Articles 113, 114 and
        115

- -------------------------------------------------------------------------------------------------------
SOUTHCORP LIMITED                                                             Agenda: 700413886
     CUSIP: Q8595V107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/14/2003          ISIN: AU000000SRP7
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the Director s                            Mgmt       No Action         *
        report, the financial statements and
        the Independent audit report for the
        YE 30 JUN 2003
2.a     Elect Mr. T.P. Burnet as a Director                           Mgmt       No Action         *
        in accordance with Article 106 of the
        Company s Constitution, who retires
        in accordance with Article 107 of the
        Company s Constitution
2.b     Elect Mr. J.W. Murphy as a Director                           Mgmt       No Action         *
        in accordance with Article 104 of the
        Company s Constitution
2.c     Elect Mr. E.J.J. Pope as a Director                           Mgmt       No Action         *
        in accordance with Article 104 of the
        Company s Constitution
4.a     Approve, for all purposes under the                           Mgmt       No Action         *
        Listing Rules of Australian Stock
        Exchange Limited, to grant option to
        Mr. John Charles Ballard to subscribe
        for up to 2,000,000 fully paid
        ordinary shares in the capital of the
        Company exercisable at AUD 36 per
        share, being the weighted average
        price per share of the Company s
        shares on the ASX over the 5 trading
        days before 20 MAR 2003, subject to in
        accordance with the terms of the
        Managing Director Share Option Deed
        and the allotment to Mr. Ballard of up
        to 2,000,000 fully paid ordinary
        shares in the capital of the Company,
        upon the valid exercise of the options
        described in paragraph (i) of this
        resolution, subject to and in
        accordance with the terms of the Deed
        referred in paragraph of this
        resolution
4.b     Approve, for all purposes under the                           Mgmt       No Action         *
        Corporation Act, including for the
        purpose of Section 208 of the
        Corporation Act, to permit the
        Company to enter into the Managing
        Director Share Option Deed, pursuant
        to which Mr. John Charles Ballard
        will be granted options to subscribe



        for up to 2,000,000 fully paid
        ordinary shares in the capital of the
        Company
5.a     Approve, for all purposes under the                           Mgmt       No Action         *
        Listing Rules of Australian Stock
        Exchange Limited, the allotment to
        Mr. Thomas Palmer Burnet of up to
        250,000 fully paid ordinary shares in
        the capital of the Company, upon the
        valid exercise of options with
        respect to those shares granted prior
        to his becoming a Director of the
5.b     Approve, for all purposes under the                           Mgmt       No Action         *
        Listing Rules of Australian Stock
        Exchange Limited, the grant of option
        to Mr. Thomas Palmer Burnet to
        subscribe for up to 500,000 fully paid
        ordinary shares in the capital of the
        Company in two equal tranches of
        250,000 option each, exercisable at
        the weighted average price per share
        of the Company s shares on the ASX
        over the 5 trading days before the
        date the particular tranche of options
        is granted, subject to and in
        accordance with the terms of the
        Executive Director Share Option Deed
5.c     Approve, for all purposes under the                           Mgmt       No Action         *
        Corporation Act, including for the
        purposes of Section 208 of the
        Corporation Act, to permit the
        Company to enter into the Executive
        Director Share Option Deed, pursuant
        to which Mr. Thomas Plamer Burnet
        will be granted options to subscribe
        for up to 500,000 fully paid ordinary
        shares in the capital of the
        Company, exercisable subject to and
        in accordance with the terms of that
S.3     Re-appoint Mr. R.I. Oitley as a                               Mgmt       No Action         *
        Director of the Company in accordance
        with Caluse 201C(B) of the
        Corporations Act and Article 109(1)
        of the Company s Constitution, until
        the next AGM of the Company

- -------------------------------------------------------------------------------------------------------
STOCKLAND                                                                     Agenda: 700414167
     CUSIP: Q8773B105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/20/2003          ISIN: AU000000SGP0
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive and consider the Directors                            Non-       No Action         *
        report and the financial statements                          Voting



        for the YE 30 JUN 2003 together with
        the Auditors report
2.      Re-elect Mr. T.W. Williamson as a                             Mgmt       No Action         *
        Director who retires in accordance
        with the Company s Constitution
3.      Re-elect Mr. M.J. Quinn as a Director                         Mgmt       No Action         *
        who retires by rotation in
        accordance with the Company s
4.      Re-elect Mr. D.J. Fairfull as a                               Mgmt       No Action         *
        Director who retires by rotation in
        accordance with the Company s
        Constitution
5.      Approve to increase the maximum                               Mgmt       No Action         *
        aggregate payment limit for Directors
        fee from AUD 600,000 per annum
        excluding superannuation to AUD
        950,000 per annum excluding
        superannuation
S.6     Approve and ratify, for the purpose                           Mgmt       No Action         *
        of ASX Listing Rules 7.1 and 7.4, the
        Constitutions of the Corporation and
        the Trust and the Corporations Act,
        the issue of 60,000,000 stapled
        securities at AUD 4.75 per stapled
        security on 08 APR 2003, in private
        placement
S.7     Approve and ratify, for the purpose                           Mgmt       No Action         *
        of Constitutions of the Corporation
        and the Trust and the Corporations
        Act, the issue of 228,032,182 stapled
        securities at AUD 5.01 per stapled
        security from 12 JUN 2003 to 24 JUL
        2003, under the off-market takeover
        bid for all the units in the AMP
        Diversified Property Trust

- -------------------------------------------------------------------------------------------------------
SUNCORP METWAY LIMITED                                                        Agenda: 700417620
     CUSIP: Q8802S103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/29/2003          ISIN: AU000000SUN6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        statements and the reports of the
        Directors and the Auditors for the YE
        30 JUN 2003
2.1     Re-elect Dr. I. D. Blackburne as a                            Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
2.2     Elect Mr. J. J. Kennedy as a Director                         Mgmt       No Action         *
        of the Company, who retires by
2.3     Elect Mr. W. J. Bartlett as a                                 Mgmt       No Action         *
        Director of the Company, who retires



2.4     Re-elect Mr. C. Skilton, who retires                          Mgmt       No Action         *
        by rotation
3.      Approve the terms of the Suncorp                              Mgmt       No Action         *
        Metway dividend reinvestment plan
        under listing rule 7.2 and 10.2

- -------------------------------------------------------------------------------------------------------
TABCORP HOLDINGS LIMITED TAH                                                  Agenda: 700421984
     CUSIP: Q8815D101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/30/2003          ISIN: AU000000TAH8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        statements and the reports of the
        Directors and of the Auditor in
        respect of the YE 30 JUN 2003
2.A     Re-elect Mr. A.G.Hodgson as a                                 Mgmt       No Action         *
2.B     Re-elect Mr. R.F.E. Warburton as a                            Mgmt       No Action         *
        Director
4.      Approve that the maximum aggregate                            Mgmt       No Action         *
        amount out of which Directors fees
        may be paid to all Directors by the
        Company and subsidiaries of the
        Company for their services as
        Directors of the Company or of such
        subsidiaries, in respect of each
        financial year of the Company
        commencing 1 JUL 2003, be increased
        from a total of AUD 1,200,000 per
        annum to a total of AUD 1,500,000 per
        annum
5.      Approve the implementation and                                Mgmt       No Action         *
        administration of the TABCORP
        Holdings Limited Long Term
        Performance Plan for eligible
        Executives of the Company in
        accordance with the Rules of the
        TABCORP Holdings Limited Long Term
6.      Approve the implementation and                                Mgmt       No Action         *
        administration of the TABCORP
        Holdings Limited Deferred Share Plan
        for eligible employees of the Company
        in accordance with the Rules of the
        TABCORP Holdings Limited Deferred
        Share Plan
7.      Approve that, subject to the passage                          Mgmt       No Action         *
        of the resolutions proposed in items 5
        and 6, in accordance with ASX Listing
        Rule 10,14, the Company is hereby
        authorized to grant to the Managing
        Director and Chief Executive Officer
        of the Company, Mr. Matthew Slatter,
        any or all of the following during the
        three year period



        following the AGM on 30 OCT 2003: a.
        Performance Options over ordinary
        shares pursuant to the Company s Long
        Term Performance Plan; b. Share Rights
        over ordinary shares pursuant to the
        Company s Long Term Performance Plan;
        and c. Fully paid ordinary shares (
        Shares) pursuant to the Company s
        Deferred Share Plan; in quantities not
        exceeding those set out below:
        Securities Plan Maximum number
        Performance Options Long Term
        Performance Plan 1.500,000 Share
        Rights Long Term Performance Plan
        140,000 Shares Deferred
8.      Approve that, subject to the passage                          Mgmt       No Action         *
        of the resolutions proposed in Items 5
        and 6, for the purposes of ASX Listing
        Rule 7.2 Exception 9, the Company
        hereby approves the issue of: a.
        Performance Options over ordinary
        shares pursuant to the Company s Long
        Term Performance Plan; b. Share Rights
        over ordinary shares pursuant to the
        Company s Long Term Performance Plan;
        and c. Fully paid ordinary shares
        pursuant to the Company s Deferred
        Share Plan, during the three year
        period following the AGM on 30 OCT
        2003 as an exception to ASX Listing
        Rule 7.1
9.      Approve that, for the purpose of                              Mgmt       No Action         *
        Exception 7  in ASX Listing flule 7,2,
        Exception 3 in ASX Listing Rule
        10.12 and for all other purposes,
        approval be given to the terms of the
        TABCORP Holdings Limited Dividend
        Reinvestment Plan
S.3     Approve that, subject to receiving                            Mgmt       No Action         *
        the written approval of the New South
        Wales Casino Control Authority and
        with effect from the later of the
        passing of this resolution and the
        receipt of that approval, the
        Constitution tabled at the meeting and
        signed by the Chairman for the purpose
        of identification be approved and
        adopted as the Constitution of the
        Company in substitution for and to the
        exclusion of the existing Constitution
        of the Company

- -------------------------------------------------------------------------------------------------------
TELECOM CORPORATION OF NEW ZEALAND LTD                                        Agenda: 700409320
     CUSIP: Q89499109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/9/2003           ISIN: NZTELE0001S4
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Authorize the Directors to fix the                            Mgmt       No Action         *
        Auditors remuneration
2.      Re-elect Dr. Roderick Deane as a                              Mgmt       No Action         *
        Director of the Company
3.      Re-elect Mr. Paul Baines as a                                 Mgmt       No Action         *
        Director of the Company
4.      Grant authority to pay the                                    Mgmt       No Action         *
        remuneration of not more in aggregate
        than NZD 1,50,000 per annum to the
        Directors of the Company for their
        services as Directors of the Company
        and its subsidiaries
5.      Elect Mr. Lindsay Pyne as a Director                          Mgmt       No Action         *
        of the Company
6.      Authorize the Company s Board of                              Mgmt       No Action         *
        Directors to issue to Ms. Theresa
        Gattung during the period to 30 SEP
        2006 of up to 500,000 ordinary shares
        in the Company, under the
        Performance Incentive Scheme
7.      Authorize the Company s Board of                              Mgmt       No Action         *
        Directors to issue to Ms. Theresa
        Gattung during the period to 30 SEP
        2006 of up to 1,500,000 options to
        acquire ordinary shares in the
        Company, under the Performance Option
        Scheme

- -------------------------------------------------------------------------------------------------------
TELSTRA CORPORATION LIMITED                                                   Agenda: 700419446
     CUSIP: Q8975N105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/14/2003          ISIN: AU000000TLS2
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT ALTHOUGH THERE ARE 7                         Non-       No Action         *
        CANDIDATES STANDING FOR ELECTION,                            Voting
        YOU MAY ONLY ELECT A MAXIMUM OF 5
        CANDIDATES.
1.      Chairman and CEO presentations                                Mgmt       No Action         *
2.A     Re-elect Mr. John Fletcher as a                               Mgmt       No Action         *
        Director
2.B     Re-elect Mr. Donald McGauchie as a                            Mgmt       No Action         *
        Director
2.C     Elect Mr. Mervyn Vogt as a Director                           Mgmt       No Action         *
2.D     Re-elect Mr. John Ralph as a Director                         Mgmt       No Action         *
2.E     Re-elect Mr. John Stocker as a                                Mgmt       No Action         *



2.F     Elect Mr. Leonard Cooper as a                                 Mgmt       No Action         *
2.G     Elect Mr. Kevin Bentley as a Director                         Mgmt       No Action         *
3.      Approve that the maximum aggregate                            Mgmt       No Action         *
        remuneration payable out of the funds
        of the Company to non-Executive
        Directors of the Company for their
        services as Directors including their
        service on a committee of Directors
        be increased by AUD 170,000 per annum
        to AUD 1,320,000 per annum
S.4     Amend the Constitution of the Company                         Mgmt       No Action         *
        to give the Board discretion as to
        the appointment of a Deputy Chairman
        and that accordingly the Constitution
        tabled at the meeting, and signed
        for the purposes of identification by
        the Company Secretary, be adopted as
        the Constitution of the Company in
        place of the present Constitution

- -------------------------------------------------------------------------------------------------------
THE WAREHOUSE GROUP LTD                                                       Agenda: 700427796
     CUSIP: Q90307101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/28/2003          ISIN: NZWHSE0001S6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the annual                                Mgmt       No Action         *
        report, the financial statements and
        the Auditors report for the YE 31
2.1     Re-elect, in accordance with the                              Mgmt       No Action         *
        Constitution, Mr. P.G. Inger as a
        Director, who retires by rotation
2.2     Re-elect, in accordance with the                              Mgmt       No Action         *
        Constitution, Mr. J.R. Avery as a
        Director, who retires by rotation
2.3     Re-elect, in accordance with the                              Mgmt       No Action         *
        Constitution, Mr. J.C. Dahlsen as a
        Director, who retires by rotation
3.      Re-appoint, pursuant to Section                               Mgmt       No Action         *
        200(1) of the Companies Act 1993,
        Ernst & Young as the Auditors and
        authorize the Directors to fix their
        remuneration for the ensuing year
S.4     Amend the Company s Constitution by:                          Mgmt       No Action         *
        i) deleting Section 37.6 and
        inserting a new Section 37.6; ii)
        removing the reference to Part 1 of
        the Companies Amendment Act 1963 in
        Clause 4.2(e)(i) of the Constitution
        by deleting that clause, deleting the
        reference to i, ii, iii in Clause
        4.2(e)(iv) and replacing it with i or



        ii and consequently renumbering the
        remaining subsidiaries-paragraphs in
        Clause 4.2; and iii) inserting words
        in Clause 33.3 of the Constitution
5.      Transact any other business                                  Other       No Action         *

- -------------------------------------------------------------------------------------------------------
TRANSURBAN CARS TRUST                                                         Agenda: 700424651
     CUSIP: Q9194A106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/11/2003          ISIN: AU000000TCL6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the combined                             Non-       No Action         *
        financial statements of the Companies                        Voting
        and the Trust for the YE 30 JUN 2003
        (Group accounts) and the financial
        statements of the Companies for the
        YE 30 JUN 2003 (Company accounts) and
        the reports of the Directors, the
        responsible entity of the Trust and
        the Auditors on the Group accounts
        end the reports of the Directors and
        the Auditors on the Company accounts
2.a     Elect Mr. David John Ryan as a                                Mgmt       No Action         *
        Director, who retires in accordance
        with the Constitution
2.b     Elect Mr. Peter Charles Byers as a                            Mgmt       No Action         *
        Director, who retires in accordance
        with the Constitution
2.c     Elect Mr. Laurence Grimes Cox as a                            Mgmt       No Action         *
        Director, who retires in accordance
        with the Constitution
3.      Approve, for the purposes of ASX                              Mgmt       No Action         *
        Listing Rules 7.1 and 7.4, the issue
        of 750,000 convertible adjusting rate
        securities cars by Transurban Cars
        Trust in APR 2003, to the extent
        they constitute options over
        Transurban Group stapled securities

- -------------------------------------------------------------------------------------------------------
WESFARMERS LTD                                                                Agenda: 700423786
     CUSIP: Q95870103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/3/2003           ISIN: AU000000WES1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive and consider the financial                            Non-       No Action         *
        statements and the reports of the                            Voting
        Directors and of the Auditors for the
        YE 30 JUN 2003
1.a     Re-elect Mrs. P.A. Cross as a                                 Mgmt       No Action         *
1.b     Re-elect Mr. T.J. Flugge as a                                 Mgmt       No Action         *
        Director, who retires in accordance



        with the Company s Constitution
1.c     Re-elect Mr. L.A. Giglia as a                                 Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Constitution
1.d     Re-elect Mr. C. Macek as a Director,                          Mgmt       No Action         *
        who retires in accordance with the
        Company s Constitution
S.2     Amend the Company s Constitution                              Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
WESFARMERS LTD                                                                Agenda: 700430820
     CUSIP: Q95870103                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 12/5/2003           ISIN: AU000000WES1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve, subject to the receipt from                          Mgmt       No Action         *
        the Australian Taxation Office of a
        Class Ruling, and in accordance with
        Section 256C(1) of the Corporations
        Act 2001, to reduce the share capital
        of the Company by paying the sum of
        AUD 2.50 per fully paid ordinary share
        on issue on the Record date to each
        holder of fully paid ordinary shares
        in the Company on the Record

- -------------------------------------------------------------------------------------------------------
WESTFIELD HOLDINGS LTD                                                        Agenda: 700421415
     CUSIP: Q97053104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/14/2003          ISIN: AU000000WSF8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Adopt the reports and the accounts                            Mgmt       No Action         *
2.      Re-elect Ms. Carla Zampatti AM as a                           Mgmt       No Action         *
        Director
3.      Re-elect Mr. Robert A Ferguson as a                           Mgmt       No Action         *
        Director
4.      Re-elect Mr. David H Lowy AM as a                             Mgmt       No Action         *
        Director
5.      Re-elect Mr. Frank P Lowy AC as a                             Mgmt       No Action         *
        Director

- -------------------------------------------------------------------------------------------------------
WESTFIELD HOLDINGS LTD                                                        Agenda: 700534729
     CUSIP: Q97053104                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: AU000000WSF8
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
2.      Approve, Westfield Holdings Limited                           Mgmt       No Action         *
        and any entity it controls be
        authorized to give financial benefits
        under the Stapling Deed or pursuant



        to any transaction entered into in
        accordance with the Stapling Deed to
        any related party of Westfield
        Holdings Limited including, without
        limitations, to the responsible
        entities of the Westfield Trust and
        the Westfield America Trust and their
        controlled entities and to the
        Directors of Westfield Holdings
        Limited receiving consequential
        indirect financial benefits from
        holding stapled securities both the
        Stapling Deed and the Master Guarantee
        Deed Poll

S.1     Adopt, the Constitution of Westfield                          Mgmt       No Action         *
        Holdings Limited in substitution for
        the present Constitution of Westfield
        Holdings Limited, witheffect on and
        from the date on which an order of the
        Supreme Court of New South Wales Court
        approving the proposed Scheme of
        arrangement between Westfield Holdings
        Limited and its ordinary shareholders
        to be considered at a meeting of
        ordinary shareholders of Westfield
        Holdings Limited on or about 25 JUN
        2004 pursuant to an order of the Court
        is lodged with the Australian
        Securities and Investments Commission

- -------------------------------------------------------------------------------------------------------
WESTFIELD TRUST                                                               Agenda: 700531797
     CUSIP: Q97144101                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: AU000000WFT6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend, subject to the effective from                          Mgmt       No Action         *
        the date on which an order of the
        Supreme Court of New South Wales
        Court approving the Scheme of
        Arrangement between Westfield
        Holdings Limited and its shareholders
        to be considered, the constitution
        of the Westfield Trust in accordance
        with the provisions of the
        Supplemental Deed Poll as prescribed
2.      Approve, subject to the Supplemental                          Mgmt       No Action         *
        Deed Poll having been lodged with the
        Australian Securities and Investment
        Commission, that the units in
        Westfield Trust, shares in Westfield
        Holdings Limited and units in the
        Westfield America Trust become stapled
        securities involving a distribution
        being made by the



        Westfield Trust so that its
        unitholders can acquire Westfield
        Holdings Limited shares and Westfield
        America Trust units as prescribed

- -------------------------------------------------------------------------------------------------------
WMC RESOURCES LTD                                                             Agenda: 700465203
     CUSIP: Q9737U106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/6/2004            ISIN: AU000000WMR6
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive and approve the financial                             Non-       No Action         *
        report and the reports of the                                Voting
        Directors and of the Auditor for the
        YE 31 DEC 2003
1.a     Re-elect Mr. P.J. Knight as a                                 Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Constitution
1.b     Re-elect Mr. I.E. Webber as a                                 Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Constitution
1.c     Elect Mr. G.W. McGregor as a                                  Mgmt       No Action         *
        Director, who retires in accordance
        with the Company s Constitution
1.d     Elect Mr. G.J. Pizzey as a Director,                          Mgmt       No Action         *
        who retires in accordance with the
        Company s Constitution

- -------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP                                                          Agenda: 700431226
     CUSIP: Q97417101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/11/2003          ISIN: AU000000WBC1
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the annual                               Non-       No Action         *
        financial report, Directors report                           Voting
        and Auditors report of Westpac for
        the YE 30 SEP 2003
2.a     Re-elect Ms. Helen Ann Lynch who                              Mgmt       No Action         *
        retires in accordance with Articles
        9.2 and 9.3 of the Constitution, as a
        Director of Westpac Banking
2.b     Elect Ms. Carolyn Judith Hewson,                              Mgmt       No Action         *
        being a Director appointed since last
        AGM and who offers herself for
        election pursuant to Article 9.7 of
        the Constitution, as a Director of
        Westpac Banking Corporation
2.c     Elect Mr. Peter David Wilson, being a                         Mgmt       No Action         *
        Director appointed since last AGM
        and who offers himself for election
        pursuant to Article 9.7 of the



        Constitution, as a Director of
        Westpac Banking Corporation
3.      Approve (a) for all purposes under                            Mgmt       No Action         *

        the Listing Rules of the ASX Limited
        for: (i) the grant of performance
        options to Dr David Raymond Morgan, in
        three tranches of 713,000 options
        each, on 01 MAR 2004, 01 MAR 2005 and
        01 MAR 2006 and a fourth tranche of
        594,167 options on 01 DEC 2006, to
        subscribe for or acquire a total of
        2,733,167 fully paid ordinary shares
        in the capital of Westpac Banking
        Corporation. Performance options will
        be exercisable at the volume weighted
        average price per share of Westpac
        Banking Corporation shares on the ASX
        Limited over the five trading days
        before the date of grant of the
        relevant tranche, subject to and in
        accordance with the terms of the Chief
        Executive Securities Agreement 2003;
        (ii) the grant of options (being
        performance share rights) to Dr Davis
        Raymond Morgan in three tranches of
        218,000 performance share rights each
        on 01 MAR 2004, 01 MAR 2005, 01 MAR
        2006 and a fourth tranche of 181,667
        performance share rights on 01 DEC
        2006, to subscribe for or acquire a
        total of 835,667 fully paid ordinary
        shares in the capital of Westpac
        Banking Corporation for no monetary
        payment, subject to and in accordance
        with the terms of the Agreement; and
        (iii) the allotment to Dr David
        Raymond Morgan of a maximum of
        3,568,834 fully paid ordinary shares
        in the capital Westpac Banking
        Corporation upon the valid exercise of
        the options described in paragraphs
        (i) and (ii) subject to and in
        accordance with the terms of the
        Agreement, (b) for all purposes under
        the Corporation Act 2001 to permit
        Westpac Banking Corporation to give
        effect to the Chief Executive
        Securities Agreement 2003, pursuant to
        which Dr David Raymond Morgan will be
        granted options to subscribe for or
        acquire a maximum of 3,568,834 fully
        paid ordinary shares in the capital of
        Westpac Banking Corporation,
        exercisable subject to and in
        accordance with the terms of



4.      Increase the yearly maximum sum                               Mgmt       No Action         *
        available to the Non-executive
        Directors of Westpac Banking
        Corporation as remuneration for their
        services form AUD 1.5 million to AUD
        2.5 million, form the year commencing
        01 JAN 2004, to be divided amongst
        them in a manner they may
5.      Consider and approve that (a) Westpac                         Mgmt       No Action         *
        Banking Corporation grant to each
        Director and former Director of
        Westpac who, at Westpac s request,
        holds office as a trustee of the
        Westpac Foundation, being an indemnity
        upon or substantially in accordance
        with terms in the form of the deed;
        (b) Westpac execute and deliver to
        each indemnified Director a deed in or
        substantially to the effect of the
        form of the deed; (c) approval be
        given to the due performance by
        Westpac of each deed so executed and
        delivered to such Indemnified
        Director; (d) Westpac give to each
        Indemnified Director all financial
        benefits involved in the execution and
        the performance by Westpac of a deed
        so executed and delivered to the
        Indemnified Director

- -------------------------------------------------------------------------------------------------------
WOOLWORTHS LTD                                                                Agenda: 700424170
     CUSIP: Q98418108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/21/2003          ISIN: AU000000WOW2
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the financial                            Mgmt       No Action         *
        reports of the Company and the
        consolidated entity and the
        declaration by the Directors and
        reports of the Directors and the
        Auditors thereon for the financial
        period ended 29 JUN 2003
2.a     Re-elect Mr. James Alexander Strong                           Mgmt       No Action         *
        as a Director, who retires by
        rotation in accordance with Article
        10.3 of the Company s Constitution
2.b     Re-elect Dr. Roderick Sheldon Deane                           Mgmt       No Action         *
        as a Director, who retires by
        rotation in accordance with Article
        10.3 of the Company s Constitution
S.3     Approve to alter Company s                                    Mgmt       No Action         *
        Constitution by: a) inserting new
        Articles 5.12 to 5.19, both inclusive,
        relating to take-over



        approval provisions on the same terms
        as Articles 5.12 to 5.19, both
        inclusive, of the Constitution which
        will cease to apply from 21 NOV 2003
        and; b) inserting in Article 1.1 the
        new definition of notice; c) by
        capitalizing Notice where it appears
        in the Constitution in relation to any
        notice that may be given by the
        Company to any Member Director or any
        other person

- -------------------------------------------------------------------------------------------------------
DNB NOR ASA                                                                   Agenda: 700486360
     CUSIP: R1812S105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: NO0010031479
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Amend the Articles of Association                             Mgmt       No Action         *
2.      Elect 10 Members to the Supervisory                           Mgmt       No Action         *
        Board
3.      Elect 1 Deputy to Control Committee                           Mgmt       No Action         *
4.      Elect 4 Members to the Election                               Mgmt       No Action         *
        Committee
5.      Approve the 2003 annual report and                            Mgmt       No Action         *
        accounts including the distribution
        of dividends
6.      Approve the Statutory Auditors                                Mgmt       No Action         *
        remuneration
7.      Approve the remuneration                                      Mgmt       No Action         *
8.      Approve the renewal of Power of                               Mgmt       No Action         *
        Attorney to re-purchase own shares
9.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Approve the
        matters presented by a shareholder



- -------------------------------------------------------------------------------------------------------
NORSK HYDRO A S                                                               Agenda: 700503940
     CUSIP: R61115102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: NO0005052605
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the annual accounts and the                           Mgmt       No Action         *
        report for 2003 for Norsk Hydro ASA
        and the Group and the payment of
        dividend
2.      Approve the remuneration to the                               Mgmt       No Action         *
3.      Approve to change the Company s                               Mgmt       No Action         *
        Articles of Association 7
4.      Elect the Members and Deputies to the                         Mgmt       No Action         *
        Corporate Assembly
5.      Approve the remuneration to the                               Mgmt       No Action         *
        Corporate Assembly
6.      Approve the buy-back of own shares                            Mgmt       No Action         *
7.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: approve the
        bonus schemes shall not form part of
        the President and CEO s remuneration

- -------------------------------------------------------------------------------------------------------
NORSK HYDRO A S                                                               Agenda: 700438460
     CUSIP: R61115102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 1/15/2004           ISIN: NO0005052605
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to reduce the share capital                           Mgmt       No Action         *
        of the Company by NOK 52,844,440 from
        NOK 5,331,933,000 to NOK 5,279,088,560
        following the cancellation of
        1,484,300 treasury shares and the
        redemption of 1,157,922 shares owned
        by the state represented by the
        Ministry of Trade and Industry against
        payment of a sum of NOK 444,958,166 to
        the state, represented by the ministry
        of Trade



2.      Approve the demerger Plan dated 28                            Mgmt       No Action         *
        NOV 2003
3.      Approve to replace the current board                          Mgmt       No Action         *
        of AgriHold by a new Board on the
        date when the demerger is registered
        and comes in to force
4.      Approve to select four Members to the                         Mgmt       No Action         *
        election Committee of AgriHold ASA
5.      Approve the granting of authority to                          Mgmt       No Action         *
        AgriHold s new Board to increase
        AgriHold s share capital by issuing
        up to 15 million new shares

- -------------------------------------------------------------------------------------------------------
ORKLA ASA                                                                     Agenda: 700478375
     CUSIP: R67787102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: NO0003733800
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the annual accounts for 2003                          Mgmt       No Action         *
        for Orkla ASA and the Orkla Group and
        the annual report of the Board of
        Directors; approval of a share
        dividend for 2003 of NOK 29 per share,
        except for shares owned by the
2.      Approve to reduce the capital by                              Mgmt       No Action         *
        redemption of the Company s own
3.      Grant authority to acquire the                                Mgmt       No Action         *
        Company s own shares
4.      Elect the Members and the Deputy                              Mgmt       No Action         *
        Members to the Corporate assembly
5.      Approve the remuneration for the                              Mgmt       No Action         *
        corporate assembly s Members and the
        Deputy Members
6.      Elect 2 Members to the Nominating                             Mgmt       No Action         *
        Committee, CFR. Article 18 of the
        Article of Association
7.      Approve the Auditor s remuneration                            Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
SCHIBSTED ASA                                                                 Agenda: 700501871
     CUSIP: R75677105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: NO0003028904
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Elect the Chairman of the AGM                                 Mgmt       No Action         *
10.     Approve the remuneration to the Board                         Mgmt       No Action         *
        of Directors for the period 2004-
11.     Approve the Election Committees                               Mgmt       No Action         *
        statement regarding its work in 2003-
        2004
12.     Approve the remuneration to the                               Mgmt       No Action         *
        Election Committee for the period
        2003-2004.
13.     Elect the Election Committee for 2                            Mgmt       No Action         *
        years
2.      Approve the notice and the agenda for                         Mgmt       No Action         *
        the AGM
3.      Elect two representatives to sign the                         Mgmt       No Action         *
        protocol from the AGM together with
        the Chairman of the AGM
4.      Approve the annual accounts and the                           Mgmt       No Action         *
        Board of Directors annual report for
        Schibsted ASA and the Group, for year
        2003
5.      Approve of the proposed allocation of                         Mgmt       No Action         *
        dividend for year 2003, NOK 3.00 per
        share, with shares owned by
        Schibsted ASA excluded
6.      Approve the remuneration to the                               Mgmt       No Action         *
        Company s Auditor, in the aggregate
        of NOK 550,000
7.      Approve the proposal to give the                              Mgmt       No Action         *
        Board of Directors a renewed proxy to
        buy shares in Schibsted ASA, valid
        until the next AGM in Schibsted in
8.      Approve the change in 3 of Company s                          Mgmt       No Action         *
        Articles of Association



9.      Elect the shareholders Board Members                          Mgmt       No Action         *
        and the Deputies

- -------------------------------------------------------------------------------------------------------
NORSKE SKOGINDUSTRIER ASA                                                     Agenda: 700472638
     CUSIP: R80036115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: NO0004135633
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT A BENEFICIAL OWNER SIGNED                        Voting
        POWER OF ATTORNEY (POA) IS REQUIRED
        IN ORDER TO LODGE AND EXECUTE YOUR
        VOTING INSTRUCTIONS IN THIS MARKET.
        ABSENCE OF A POA, MAY CAUSE YOUR
        INSTRUCTIONS TO BE REJECTED. SHOULD
        YOU HAVE ANY QUESTIONS, PLEASE
        CONTACT YOUR CLIENT SERVICE
        REPRESENTATIVE AT ADP. THANK YOU
1.      Approve to adopt the annual report                            Mgmt       No Action         *
        and the accounts for 2003 of Norske
        Skogindustrier ASA and the Group
2.      Approve to allocate the annual profit                         Mgmt       No Action         *
        for 2003, including distribution of
        dividend for Norske Skogindustrier
3.      Approve to determine the remuneration                         Mgmt       No Action         *
        of the Members of the Corporate
        Assembly
4.      Approve the Auditors fee                                      Mgmt       No Action         *
5.      Elect a new Auditor                                           Mgmt       No Action         *
6.      Elect the Members and the Deputy                              Mgmt       No Action         *
        Members of the Corporate Assembly
7.      Elect 3 Members to the Election                               Mgmt       No Action         *
        Committee
8.      Authorize the Board of Directors to                           Mgmt       No Action         *
        purchase the Company s own shares

- -------------------------------------------------------------------------------------------------------
STOREBRAND ASA                                                                Agenda: 700486663
     CUSIP: R85746106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: NO0003053605
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT



        SERVICE REPRESENTATIVE AT ADP.
1.      Opening of the annual meeting                                 Mgmt       No Action         *
10.     Approve to fix the number of Members                          Mgmt       No Action         *
        of the Board or Representatives and
        elect the Members and the Deputies
11.     Elect the Members of the Election                             Mgmt       No Action         *
        Committee
12.     Elect the Members and Deputies to the                         Mgmt       No Action         *
        Control Committee
13.     Approve to fix the remuneration of                            Mgmt       No Action         *
        the Members of the Board or
        Representatives, the Election
        Committee and the Control Committee
14.     Elect the New Auditor                                         Mgmt       No Action         *
15.     Amend the Articles of Association                             Mgmt       No Action         *
16.     Approve to fix the Auditor s fee                              Mgmt       No Action         *
17.     Closing of the AGM                                            Mgmt       No Action         *
2.      Approve the notice and agenda                                 Mgmt       No Action         *
3.      Receive the Register showing                                  Mgmt       No Action         *
        shareholders present and proxies
4.      Elect 2 people to sign the minutes of                         Mgmt       No Action         *
        the meeting together with the
        Chairman of the meeting
5.      Approve the Management report                                 Mgmt       No Action         *
6.      Receive and approve the 2003 annual                           Mgmt       No Action         *
        report and accounts for the Company
        and the Group; and declare a dividend
        of NOK 0.80 per share for 2003
7.      Approve the corporate governance in                           Mgmt       No Action         *
        the Storebrand Group
8.      Authorize the Board to issue new                              Mgmt       No Action         *
        shares to employees up to NOK 3
9.      Authorize the Board to buy back up to                         Mgmt       No Action         *
        10% of own shares

- -------------------------------------------------------------------------------------------------------
TANDBERG ASA                                                                  Agenda: 700479961
     CUSIP: R88391108                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: NO0005620856
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN ANNUAL                            Non-       No Action         *
        GENERAL MEETING. THANK YOU.                                  Voting
1.      Opening of the meeting by the                                 Mgmt       No Action         *
        Chairman of the Board and summary of
        shareholders present



2.      Elect the Chairman for the meeting                            Mgmt       No Action         *
        and two individuals to countersign
        the minutes
3.      Approve the notice and the agenda                             Mgmt       No Action         *
4.      Approve the Management status report                          Mgmt       No Action         *
5.      Approve the annual accounts for 2003,                         Mgmt       No Action         *
        including the motion of dividend
6.      Approve to determine the fees payable                         Mgmt       No Action         *
        to the Board of Directors,
        nominating Committee and the Auditors
7.      Elect the Board and the Nominating                            Mgmt       No Action         *
        Committee
8.      Authorize the Board to increase the                           Mgmt       No Action         *
        share capital

- -------------------------------------------------------------------------------------------------------
TOMRA SYSTEMS ASA                                                             Agenda: 700485495
     CUSIP: R91733114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: NO0005668905
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the notice and the agenda                             Mgmt       No Action         *
2.      Elect 2 shareholders to co-sign the                           Mgmt       No Action         *
        meetings protocol
3.      Approve the report by the Management                          Mgmt       No Action         *
        on the status of the Company
4.      Approve the annual accounts of the                            Mgmt       No Action         *
        Company and the Group
5.A     Authorize the Board of Directors to                           Mgmt       No Action         *
        conduct directed issues of up to
        17,800,000 shares 9.9% with a par
        value of NOK 1 at a price close to the
        market value at the time of issue and
        the issue can also be utilized as
        payment connected to mergers with or
        acquisitions of Companies; Authority
        is valid until ordinary shareholders
        meeting in spring 2005
5.B     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital through directed issues
        to employees in the TOMRA Groups as



        follows: a) for the options program
        for employees for the period 2005-10:
        up to 2,200,000 shares 1.2% with a par
        value of NOK 1 at a price equal the
        share price at the end of 2004; b) for
        the option program for employees for
        the period 2000-05: up to 240,000
        shares 0.1% with a par value of NOK 1
        at a price of NOK 68.00; c) and for
        the option program for employees for
        the period 2001-06: up to 210,000
        shares 0.1% with a par value of NOK 1
        at a price of NOK 171,000; Authority
        is valid until the shareholders
        meeting in the spring 2006
5.C     Authorize the Board to increase the                           Mgmt       No Action         *
        share capital through directed issues
        to Managers in the TOMRA Group at a
        strike price equal to the market
        price when the option is granted as
        follows: a) for the option program
        for Managers for the period 2004-06:
        up to 2,400,000 shares  1.3%  with a
        par value of NOK 1; b) for the option
        program for Managers for the period
        2005-07: up to 2,400,000 shares  1.3%
        with a par value of NOK 1;
        Authority is valid until the
        shareholders meeting in the spring
6.      Approve the remuneration of Board as                          Mgmt       No Action         *
        follows: Board Chair: NOK 450,000;
        External Board Members: NOK 250,000;
        Internal Board Members: NOK 150,000;
        and approve the Auditors fees of NOK
        522,000 for Tomra Systems ASA in 2003
7.1     Re-elect Mr. Jan Chr. Opsahl as a                             Mgmt       No Action         *
        Member of the Board of Directors
7.2     Re-elect Mr.Svein S. Jacobsen as a                            Mgmt       No Action         *
        Member of the Board of Directors
7.3     Re-elect Mr. Jorgen Randers as a                              Mgmt       No Action         *
        Member of the Board of Directors
7.4     Re-elect Mr.Hamne De Mora as a Member                         Mgmt       No Action         *
        of the Board of Directors
7.5     Elect Mr. Rune Bjerke a Member of the                         Mgmt       No Action         *
        Board of Directors
7.6     Approve the selection of Independent                          Mgmt       No Action         *
        Auditors

- -------------------------------------------------------------------------------------------------------
YARA INTL ASA                                                                 Agenda: 700524475
     CUSIP: R9900C106                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/16/2004           ISIN: NO0010208051
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Elect the Chairperson of the Meeting                          Mgmt       No Action         *
        and a person to co-sign the minutes
        of the EGM
2.      Approve the remuneration to the                               Mgmt       No Action         *
        Members of the Board and the
3.      Approve the Power of Attorney to                              Mgmt       No Action         *
        purchase own shares; under this
        authorization the Board may buy back
        up to 15,972,130 of the Company s own
        shares 5% over the 18 months period
        commencing 16 JUN 2004 within in the
        price range from NOK 25 to NOK 7; if
        the Board decides that the shares
        acquired shall be used for capital
        reduction by cancellation of shares it
        is a precondition that an agreement is
        entered into with the Norwegian State

- -------------------------------------------------------------------------------------------------------
ALLEANZA ASSICURAZIONI SPA, MILANO                                            Agenda: 700478654
     CUSIP: T02772134                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: IT0000078193
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        APR 2004 AND YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID UNLESS YOU MAY
        WANT TO AMEND YOUR INSTRUCTIONS.
        PLEASE BE ALSO ADVISED THAT YOUR
        SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS
        CANCELLED.  THANK YOU
E.1     Amend Articles of Association                                 Mgmt       No Action         *
O.1     Receive the financial statement at 31                         Mgmt       No Action         *
        DEC 2003, the Board of Directors and
        the Auditors report
O.2     Approve the determination of the                              Mgmt       No Action         *
        number of Members of the Board of
        Directors, and appointment and
        emoluments of the Board of Directors



O.3     Authorize the Directors of Alleanza                           Mgmt       No Action         *
        Group, to deal its own shares in
        favour of Stock Option Plan

- -------------------------------------------------------------------------------------------------------
ASSICURAZIONI GENERALI SPA, TRIESTE                                           Agenda: 700473692
     CUSIP: T05040109                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/24/2004           ISIN: IT0000062072
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE MEETING HAS BEEN                         Non-       No Action         *
        POSTPONED TO THE THIRD CALL ON 24                            Voting
        APR 2004 AND YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID UNLESS YOU MAY
        WANT TO AMEND YOUR INSTRUCTIONS.
        PLEASE BE ALSO ADVISED THAT YOUR
        SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS
        CANCELLED. THANK YOU
E.1     Amendment to articles 14, 16, 31, 32,                         Mgmt       No Action         *
        33, 34, 35, 38, 39, 42 and 43 of the
        Company s Articles of Association;
        relating and connected resolutions;
        granting of authority. As you may
        know, an Act of Parliament amending
        the Italian Civil Code in respect of
        company law came into force as from 1
        January 2004. As a consequence,
        certain amendments to the Company s
        Articles of Association are required
        in order to ensure compliance with
        the new legislation. Taking advantage
        of this opportunity, several other
        amendments will be submitted to the
        Shareholders Meeting. All such
        amendments may be grouped into three
        areas: A. Term of office of a number
        of corporate officers and of the
        Executive Committee; The Articles of
        Association presently provide that
        the term of office of the Chairman
        (art. 32), the Vice-chairman (art.
        33), the Executive Committee members
        (art. 38) and the Company Secretary
        (art. 34) is one year. Shareholders
        will be asked to remove such
        limitation, in line with corporate
        governance best practice, thus
        empowering the Board of Directors to
        determine the length of such term up
        to a limit of three years. B.
        Compliance with the law; Legislative
        Decree no. 6 dated 17 January 2003,
        which entered into force on 1 January
        2004, requires that the Articles of



        Association be amended in order to
        ensure compliance with the new company
        law; in particular: (i) date of the
        Annual General Meeting for the
        approval of the financial statements
        (art. 14) According to the Civil Code,
        the AGM is to be held within a set
        period of time after financial year s
        end; such term is now required to be
        expressed in days rather than in
        months. (ii) qualification for
        attendance at General Meetings (art.
        16) In order to qualify for attendance
        at the General Shareholders Meeting of
        an Italian listed company, a
        Shareholder must obtain and submit to
        the company a certificate, issued by
        an Italian bank, confirming that such
        person is the Shareholder of record.
        It is proposed to resolve that such
        certificates be delivered to the
        Company no less than two days
        (previously five) prior to the date of
        the meeting; no blocking of shares
        will be associated with the
        participation in the meeting; it is
        believed that these provisions will be
        in line with the expectations of the
        market and of the institutional
        investors. (iii) Board of Directors
        term of office (art. 31) The amended
        version of the Articles will clarify
        that the Board of Directors term of
        office lasts for three financial years
        (not merely years, as provided for in
        the current version) and expires on
        the date of the meeting summoned for
        the approval of the financial
        statements related to the last
        financial year covered by their term
        of office. (iv) powers of the
        Directors (art. 35.1) The text that
        the Shareholders will be asked to
        consider and approve states with
        increased clarity that the Directors
        are vested with the broadest
        management powers for the furtherance
        of the Company s objects. (v)
        information to the Directors and to
        the Internal Auditors (art. 35.3) The
        new proposed language mirrors closely
        the wording of the new law and
        increases the information rights of
        the Directors and Internal Auditors.
        (vi) currency of Directors and
        Executive Committee members



        compensation (art. 39) The unchanged
        fixed compensation due to the
        Directors and Members of the Executive
        Committee will be expressed in Euro.
        C. Increased flexibility; Other
        amendments to the Articles of
        Association aim at an increased
        corporate governance flexibility,
        recognising the central role of the
        Board of Directors and at the same
        time allowing the Directors to
        delegate several of their powers. It
        is proposed to clarify that the Board
        of Directors, in line with the
        recommendations of the Voluntary Self
        Regulatory Code of Italian listed
        companies, will have exclusive, non-
        delegable power to: - approve
        strategic, industrial and financial
        plans, - examine and approve
        transactions having a significant
        impact on the company s profitability,
        assets and liabilities or financial
        position, with special reference to
        transactions involving related
        parties. The Board of Directors will
        also receive powers that previously
        fell under the exclusive competence of
        the extraordinary Shareholders Meeting
        resolving on mergers (save on mergers
        which have to be resolved upon by the
        General Shareholders Meeting according
        to statutory provisions); establishing
        or terminating Secondary Head Offices
        of the Company; amending the Company s
        Articles of Association in order to
        ensure compliance with new mandatory
        statutory provisions. Finally, the
        Board of Directors will have the
        possibility to delegate to the
        Executive Committee or to the Managing
        Directors the following powers: -
        appointment of and granting of
        authority to managers (with the
        exception of General Managers, Deputy
        General Managers and Assistant General
        Managers), - granting of authority to
        Company s employees, - establishment
        or termination of offices other than
        Divisions and business establishments
        outside Italy, - establishment or
        termination of lines of business other
        than insurance branches. As far as the
        authority to represent the Company is



        concerned, the authority of Deputy
        General Managers will extend, as that
        of the General Managers, to all the
        Company s business, while the
        authority of other managers will be
        limited to the area of competence
        entrusted to them.
O.1     Financial statements as at 31                                 Mgmt       No Action         *
        December, 2003: related and connected
        resolutions; Shareholders will be
        asked to consider adopt the Company s
        financial statements as at 31
        December 2003. Shareholders will also
        be asked to declare a final dividend
        of EUR 0.33 per share (EUR 421
        million in the aggregate), with an
        increase of 17.9% compared to the EUR
        0.28 per share dividend distributed
        in the previous financial year. If
        approved at the General Meeting, the
        dividend will be paid on 27 May, 2004
        and shares will trade ex dividend
O.2     Appointment of the Board of Directors                         Mgmt       No Action         *
        for the financial years 2004-2006:
        related resolutions; The Company is
        managed by a Board consisting of no
        fewer than 11 and no more than 21
        members appointed by the Shareholders
        Meeting, which also establishes the
        number of Directors. The three-year
        term of the current 20-member Board of
        Directors will expire with the next
        AGM. As a consequence, Shareholders
        will be asked to elect the Board of
        Directors, after having resolved on
        its number. The newly appointed Board
        of Directors will be in office for
        three financial years. According to
        statutory provisions, in order to be
        eligible to serve as Directors in an
        Italian insurance company, candidates
        must possess certain professional
        qualification and must not be
        disqualified.

- -------------------------------------------------------------------------------------------------------
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO                                     Agenda: 700527560
SPA, MILANO
     CUSIP: T10584117                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: IT0000062957
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 26 JUN 2004.
        CONSEQUENTLY, YOUR VOTING



        INSTRUCTIONS WILL REMAIN VALID FOR ALL
        CALLS UNLESS THE AGENDA IS AMENDED.
        PLEASE BE ALSO ADVISED THAT YOUR
        SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS

1.      Amend some Articles of the By-Laws,                           Mgmt       No Action         *
        to suppress Article 5, subsequent
        renumbering of the following ones and
        to introduce new Article
2.      Approve to increase the stock                                 Mgmt       No Action         *
        capital, as per Article 2441 of the
        Italian civil code, reserved for the
        Company s employees for a maximum
        amount of EUR 7,5 million and
        subsequent amendment of the Article 4
        of the By-Laws and resolutions

- -------------------------------------------------------------------------------------------------------
MEDIOBANCA - BANCA DI CREDITO FINANZIARIO                                     Agenda: 700416325
SPA, MILANO
     CUSIP: T10584117                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 10/28/2003          ISIN: IT0000062957
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 29 OCT 2003.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
A.1     Approve the report of the Board of                            Mgmt       No Action         *
        Director on the business and the
        report of the Board of Auditor and
        the balance sheet as on 30 JUN 2003;
        related resolutions
A.2     Appoint the Directors of B.O.D. after                         Mgmt       No Action         *
        determine their number
A.3     Appoint the Board of Auditor and its                          Mgmt       No Action         *
        Chairman, emoluments
A.4     Appoint the External Auditors for                             Mgmt       No Action         *
        balance sheet and the consolidated
        balance sheet, for the biyearly
E.1     Amend Articles 15,16,17,21,22,26 and                          Mgmt       No Action         *
        29 of Corporate By-laws

- -------------------------------------------------------------------------------------------------------
BANCA FIDEURAM SPA, MILANO                                                    Agenda: 700530810
     CUSIP: T1127K100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: IT0000082963
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 30 JUN 2004.
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS
E.1     Amend the Corporate By-Laws: Articles                         Mgmt       No Action         *
        2, 3, 5, 6, 7, 8, 10, 11, 12, 13,
        15, 16, 17, 18, 19, 20, 22, 23, 24, 25, 26, 27, 28,
        29, and 30
E.2     Approve the Plan to partially split                           Mgmt       No Action         *
        Banca Fideuram Spa in favour of
        Sanpaolo Imi Spa on the basis of
        relevant financial status as of 31
        DEC 2003; relevant resolutions and
        granting authorities
O.1     Appoint 2 Directors                                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA                                    Agenda: 700523081
     CUSIP: T1188A116                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/24/2004           ISIN: IT0001334587
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 25 JUN 204.
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS
1.      Approve the change of Articles 5, 6,                          Mgmt       No Action         *
        7, 8, 10, 12, 13, 14, 15, 17, 18 and
        26 of the Corporate By-Laws

- -------------------------------------------------------------------------------------------------------
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA                                    Agenda: 700440910
     CUSIP: T1188A116                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 1/15/2004           ISIN: IT0001334587
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 16 JAN 2004.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the



        quorum is met or the meeting is
1.      Approve a preferred securities issue                          Mgmt       No Action         *
        up to a nominal amount of EUR
        700.000.000, convertible into Banca
        Monte Dei Paschi Di Siena SPA MPS
        ordinary shares, with following MPS
        capital increase up to a maximum
        amount of EUR 136.585.365,76 by
        issuing up to a maximum number of
        213.414.634 ordinary shares, par value
        EUR 0,64 each one, without right of
        option, in service of the conversion
        of the mentioned convertible preferred
        securities; amend the Article 6 of the
        By-laws

- -------------------------------------------------------------------------------------------------------
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA                                    Agenda: 700427710
     CUSIP: T1188A116                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 12/3/2003           ISIN: IT0001334587
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 4 DEC 2003.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met or the
        meeting is
E.1     Amend Articles 7,16,18,19,26 and 32                           Mgmt       No Action         *
        of the Company By-Laws
O.1     Approve the buy back to assign free                           Mgmt       No Action         *
        of payment to the bank s employees
        and consequent actions

- -------------------------------------------------------------------------------------------------------
BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA                                    Agenda: 700473250
     CUSIP: T1188A116                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: IT0001334587
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 29 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Approve the merger by incorporation                           Mgmt       No Action         *
        of Banca C. Steinhauslin? C. Spa into
        Banca Monte Dei Paschi Di Siena Spa.



E.2     Approve to modify the secondary                               Mgmt       No Action         *
        division address
O.1     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003, Board of Directors
        reports on Management activity,
        Internal Auditors reports, External
        Auditors reports and the resolutions
        related there to, and the consolidated
        balance sheet report as
O.2     Authorize to buy and sell back as per                         Mgmt       No Action         *
        Article 2357 and 2357 TER of Italian
        Civil Code

- -------------------------------------------------------------------------------------------------------
BANCA NAZIONALE DEL LAVORO SPA BNL, ROMA                                      Agenda: 700478262
     CUSIP: T1240P119                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: IT0001254884
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL 29 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Approve to merge Incorporation of                             Mgmt       No Action         *
        Coopereredito SPA into Banca
        Nazionale Del Lavoro SPA
E.2     Approve to increase free stock                                Mgmt       No Action         *
        capital, by withdrawing legal reserve,
        through increase of ordinary and
        saving shares face value from EUR 0.5
        to EUR 0.72; and amend Article 6 stock
        capital and shares and Article 10
        saving shares, profits of the By-Laws
E.3     Amend Article 3, 7, 9, 14, 15, 16,                            Mgmt       No Action         *
        17, 18, 19, 20, 21, 22, 26, 27, 31,
        33, 34, 37, 38, 39, 40, and 42 of the
        By-Laws
O.1     Approve to replace Directors as per                           Mgmt       No Action         *
        Article 2386 of Italian Civil Code
O.2     Approve to free issue of ordinary                             Mgmt       No Action         *
        shares to be assigned to ordinary and
        saving shareholders, with a ration
        of 1 new share for every 64 shares
O.3     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003 and Board of Directors
        reports on management activity, the
        Internal and External Auditors
        reports and the profit distribution



O.4     Approve to buy and sale back of own                           Mgmt       No Action         *
        shares as per Article 2357 and 2357
        ter of Italian Civil Code

- -------------------------------------------------------------------------------------------------------
BANCA POPOLARE DI CREMONA SCARL, CREMONA                                      Agenda: 700472397
     CUSIP: T13860100                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/14/2004           ISIN: IT0000064995
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 15 APR 2004.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met or the
        meeting is
E.1     Amend the Article of By-Laws,                                 Mgmt       No Action         *
        resolutions related thereto
O.1     Approve the Banca popolare Di Cremona                         Mgmt       No Action         *
        S.P.A. balance sheet reports as of 31
        DEC 2003, the Board of Directors
        reports on Management activity,
        Internal Auditors reports, External
        Auditors reports, resolutions related
        thereto
O.2     Appoint External Auditors for years                           Mgmt       No Action         *
        2004/2005/2006 and state their
        emoluments
O.3     Appoint Board of Directors for years                          Mgmt       No Action         *
        2004/2005/2006
O.4     Appoint Internal Auditors Chairman                            Mgmt       No Action         *
        and Members

- -------------------------------------------------------------------------------------------------------
BANCA POPOLARE DI LODI SCARL, LODI                                            Agenda: 700474074
     CUSIP: T14616139                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: IT0000064300
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 24 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
1.      Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003; the Board of
        Directors and the Internal Auditors



        reports; the profit distribution;
        resolution related there to
2.      Appoint the Directors                                         Mgmt       No Action         *
3.      Approve to state the Directors                                Mgmt       No Action         *
        emoluments for FY 2004
4.      Appoint Board of Arbiters for 3 years                         Mgmt       No Action         *
        term
5.      Appoint External Auditors for years                           Mgmt       No Action         *
        2004/05/06; resolution related there

- -------------------------------------------------------------------------------------------------------
BANCHE POPOLARI UNITE SCARL                                                   Agenda: 700478729
     CUSIP: T1681V104                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: IT0003487029
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 24 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Approve to issue bonus up to a total                          Mgmt       No Action         *
        amount of EUR 174.977.463,50, by
        increasing from EUR 2 to EUR 2,5 the
        face value of the outstanding shares,
        of the shares to be issued following
        the conversion of bonds and warrants
        and the exercise of the existing
        stock option plan, through use of
        reserves and the subsequent amendment
        of an Article of the By-laws and
        power bestowal and resolutions
        related thereto
O.1     Approve to adopt the meeting                                  Mgmt       No Action         *
O.2     Appoint the Directors                                         Mgmt       No Action         *
O.3     Approve the Board of Directors and                            Mgmt       No Action         *
        Internal Auditors reports for FYE on
        31 DEC 2003 and submit the balance
        sheet reports and the resolutions
        related thereto
O.4     Approve to renew the Board of                                 Mgmt       No Action         *
        Directors powers concerning own
O.5     Approve to state medals for presence                          Mgmt       No Action         *
        to be attributed to Internal Auditors
O.6     Approve to take on the expenses in                            Mgmt       No Action         *
        order to cover the Directors and
        Internal Auditors



- -------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO                                                      Agenda: 700469718
     CUSIP: T17074104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/14/2004           ISIN: IT0000072618
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 15 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
1.      Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003, the Director s
        reports on management activity, the
        internal Auditors report and the
        allocation of profit and distribution
        of available reserves also with
        assignment of own shares, resolutions

- -------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO                                                      Agenda: 700525390
     CUSIP: T17074104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/23/2004           ISIN: IT0000072618
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 24 JUN 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
1.      Amend the Articles of Association as                          Mgmt       No Action         *
        follows: by amending the Articles 2,
        5, 8, 9, 10, 11, 14, 18, 19, 23, and
        31 with the consequent renumbering of
        the title and the Article

- -------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO                                                      Agenda: 700438206
     CUSIP: T17074104                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 1/13/2004           ISIN: IT0000072618
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 13 JAN 2004.
        CONSEQUENTLY, YOUR VOTING



        INSTRUCTIONS WILL REMAIN VALID FOR ALL
        CALLS UNLESS THE AGENDA IS AMENDED.
        PLEASE BE ALSO ADVISED THAT YOUR
        SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET
1.      Appoint the Members of the Board of                           Mgmt       No Action         *
        Directors for the years 2004, 2005
        and 2006 after stating their number
        and approve to fix the remuneration
        of the Executive Committee as for
        Article 2389 of the Civil Law and the
        yearly emoluments and medals for
        presence as for Article 18 of the By-

- -------------------------------------------------------------------------------------------------------
BANCO POPOLARE DI VERONA E NOVARA SCRL,                                       Agenda: 700481461
     CUSIP: T1866D101                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: IT0003262513
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 01 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
1.      Approve the Board of Directors and                            Mgmt       No Action         *
        Auditors report
2.      Approve the financial statement at 31                         Mgmt       No Action         *
        DEC 2003 and the allocation of
3.      Approve the renunciation to action of                         Mgmt       No Action         *
        responsibility towards Ex Director
        of Banca Poplare Di Novara S.C.A R.L
4.      Appoint 6 Directors for years                                 Mgmt       No Action         *
5.      Appoint a Director for years                                  Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
BENETTON GROUP SPA, PONZANO                                                   Agenda: 700425487
     CUSIP: T1966F139                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 11/25/2003          ISIN: IT0003106777
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 28 NOV 2003.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE



        QUORUM IS MET OR THE MEETING IS
E.1     Approve the revocation of the                                 Mgmt       No Action         *
        shareholders meetings resolution DD
        12 MAY 2003, regarding the merger for
        incorporation of Bencom SRL and
        Benlog SPA into Benetton Group SPA
O.1     Approve the reorganization plan of                            Mgmt       No Action         *
        the Company by underwriting of its
        commercial activity into the totally
        controlled Company Bencom SRL, of its
        logistic and production activity into
        the totally controlled Company Benlog
        SPA and of its technological system
        into the totally controlled Company
        United Web SPA

- -------------------------------------------------------------------------------------------------------
BENETTON GROUP SPA, PONZANO                                                   Agenda: 700493581
     CUSIP: T1966F139                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: IT0003106777
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 13 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
1.      Approve the balance sheet as of 31                            Mgmt       No Action         *
        DEC 2003 and receive the reports of
        the Board of Directors, the Board of
        Statutory Auditors and the
        Independent Auditors and the profit
        and loss account for the year then
        ended pertinent and the related
2.      Appoint the Board of Directors, upon                          Mgmt       No Action         *
        fixing the number of Members and the
        duration of their term of office
3.      Approve to determine Directors                                Mgmt       No Action         *
        emoluments
4.      Receive the report of the Board of                            Mgmt       No Action         *
        Directors on, and authorize the Board
        of Directors to the purchase and
        sale of treasury shares
5.      Appoint the Independent Auditors                              Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
CAPITALIA SPA, ROMA                                                           Agenda: 700429233
     CUSIP: T2432A100                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/2/2003           ISIN: IT0003121495
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT THIS IS A MIX                                Non-       No Action         *
        MEETING. THANK YOU.                                          Voting
E.1     Approve to cover the losses related                           Mgmt       No Action         *
        to the financial year 2002 by
        withdrawing reserve
O.1     Appoint the Directors after stating                           Mgmt       No Action         *
        their number, and state the Board of
        Directors emoluments

- -------------------------------------------------------------------------------------------------------
CAPITALIA SPA, ROMA                                                           Agenda: 700478301
     CUSIP: T2432A100                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: IT0003121495
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 29 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Amend some Articles of the                                    Mgmt       No Action         *
        Association By-Laws
O.1     Approve the Board of Directors                                Mgmt       No Action         *
        report on management activity and the
        Internal Auditors reports, to
        submit balance sheet reports as of 31
        DEC 2003; resolutions related
O.2     Approve the resolutions concerning                            Mgmt       No Action         *
        buy and sale of own shares
O.3     Appoint the Internal Auditors and                             Mgmt       No Action         *
        their Chairman to state their
        emoluments

- -------------------------------------------------------------------------------------------------------
ENI SPA, ROMA                                                                 Agenda: 700493543
     CUSIP: T3643A145                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: IT0003132476
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 26 MAY 2004 AND A
        THIRD CALL ON 28 MAY 2004.
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET



E.1     Amend the Articles 2.1, 11.2, 12.2,                           Mgmt       No Action         *
        13, 16.1, 17.2, 17.3, 19.3 and 23 of
        Eni by-laws pursuant to the
        Legislative Decree No. 6 dated 17 JAN
        2003
E.2     Amend Articles 17.3, 19.1 and 28.1 of                         Mgmt       No Action         *
        Eni by-laws
O.1     Receive the financial statement and                           Mgmt       No Action         *
        the consolidated financial statement
        at 31 DEC 2003 and also the Board of
        Directors and the Auditors report
O.2     Approve the allocation of net income                          Mgmt       No Action         *
O.3     Grant authority to purchase Eni                               Mgmt       No Action         *
O.4     Appoint the Independent Auditors for                          Mgmt       No Action         *
        the three-year period 2004-2006
O.5     Amendment to Article 2.1 of Eni                               Mgmt       No Action         *
        S.p.A. s Shareholders Meeting
O.6     Approve the emoluments of the                                 Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ENEL SOCIETA PER AZIONI                                                       Agenda: 700506946
     CUSIP: T3679P115                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: IT0003128367
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 22 MAY 2004
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET
E.1     Amend the By-Laws in order to cope                            Mgmt       No Action         *
        with Company Law reform Legislative
        Decree N.6/2003  and with the new
        rules of Italian State special power
        as per Ordinary Law N.474/1994
        included in Article 4, Sub-Section
        227 of the Ordinary Law N.350/2003;
        and some Articles of the By-Laws
E.2     Authorize the Board of Directors to                           Mgmt       No Action         *
        increase stock capital, to be
        reserved to Stock Option Plan 2004 up
        to a maximum amount of EUR
        38.527.550, by issuing ordinary
        shares reserved to ENEL S.P.A. and/or
        controlled Company Management; and
        amend an Article of the By-Laws



O.1     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003, the Board of Directors,
        Internal Auditors and External
        Auditors reports and consolidated
        balance sheet reports as
O.2     Approve the profit allocation and                             Mgmt       No Action         *
        available reserves distribution
O.3     Appoint the Internal Auditors                                 Mgmt       No Action         *
O.4     Approve to state effective Auditors                           Mgmt       No Action         *
        emoluments

- -------------------------------------------------------------------------------------------------------
FIAT SPA, TORINO                                                              Agenda: 700494711
     CUSIP: T4210N122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/8/2004            ISIN: IT0001976403
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 11 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
E.3     Amend some Articles of the By-laws                            Mgmt       No Action         *
        and resolutions related to
        Legislative Decree N. 6/2003 and N.
        37/2004, reduction of share
        percentage necessary to submit a list
        of candidates in order to protect
        shareholder interest
O.1     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003, reports on Management
        activity
O.2     Approve to cover the Director s civil                         Mgmt       No Action         *
        liability in coonection with their
        office

- -------------------------------------------------------------------------------------------------------
FINMECCANICA SPA, ROMA                                                        Agenda: 700507114
     CUSIP: T4502J110                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/25/2004           ISIN: IT0001407847
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 26 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT



        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET

E.1     Amend the Articles of Association;                            Mgmt       No Action         *
        consequent deliberations
O.1     Approve the balance as at 31 DEC                              Mgmt       No Action         *
        2003; and the Boards, the Auditors
        and the Auditing Company s report;
        consequent deliberations

- -------------------------------------------------------------------------------------------------------
ITALCEMENTI FABBRICHE RIUNITE CEMENTO SPA,                                    Agenda: 700484746
BERGAMO
     CUSIP: T5976T104                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: IT0001465159
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 05 MAY 2004.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met
E.1     Amend the By-Laws in order to cope                            Mgmt       No Action         *
        with the new provisions set out by the
        Legislative Decrees 2, 3, 4, 5, 6, 8,
        9, 11, 13, 14, 15, 16, 17, 18, 19, 20,
        21, 22, 26, introduce new article 24
        and subsequent renumbering
O.1     Receive the Board of Directors,                               Mgmt       No Action         *
        Internal Auditors reports on FY
        2003, balance sheet reports as of 31
        DEC 2003 and resolutions
O.2     Appoint the Board of Directors after                          Mgmt       No Action         *
        stating terms of office and member s
        number
O.3     Authorize to buy own shares and                               Mgmt       No Action         *
        dispose of them
O.4     Approve the resolutions concerning                            Mgmt       No Action         *
        the emoluments form Emoluments
        Committee, Internal Auditing
        Committee and Supervisory Committee

- -------------------------------------------------------------------------------------------------------
LUXOTTICA GROUP SPA, MILANO                                                   Agenda: 700520578
     CUSIP: T6444Z110                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/17/2004           ISIN: IT0001479374
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 18 JUNE 2004.



        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
E.1     Amend some Articles of the By-laws in                         Mgmt       No Action         *
        order to cope with legislative degree
        N.6/2003 and related updates; in
        addition, to specify the kind of
        glasses to be distributed Article 3,
        to state 31 DEC 2050 as Company s
        ending date Article 4, to reduce
        cut-off for deposit of admission
        ticket shares loading term Article 12,
        to re-state minimum and maximum
        numbers of Board of Directors Members
        from 5 to 12 Article 19, empowerment
        to setup Committees, their composition
        to set up internal control Committee
        and its duties Article 19, to state
        Board of Directors power Article 23,
        external Auditors empowerment to
        verify correct keeping of accounts new
        Article 28-29
O.1     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003, Board of Directors
        report on Management s activity and
        the internal Auditors reports
O.2     Approve the distribution of dividend                          Mgmt       No Action         *
O.3     Approve the consolidated balance                              Mgmt       No Action         *
        sheet report as of 31 DEC 2003, Board
        of Directors report on Management s
        activity and the internal Auditors
        reports
O.4     Approve to state Board of Directors                           Mgmt       No Action         *
        and Executive Committee s emoluments
        for FY 2004

- -------------------------------------------------------------------------------------------------------
MEDIASET SPA                                                                  Agenda: 700475292
     CUSIP: T6688Q107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: IT0001063210
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 28 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET



E.1     Amend to the Articles of Association                          Mgmt       No Action         *
O.1     Approve the financial statement,                              Mgmt       No Action         *
        Consolidated financial statement,
        Board of Directors and Auditors
        Report of 31 DEC 2003 and any
        adjournment thereof
O.2     Authorize to buy back of shares and                           Mgmt       No Action         *
        any adjournment thereof

- -------------------------------------------------------------------------------------------------------
MEDIOLANUM SPA                                                                Agenda: 700472462
     CUSIP: T66932111                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: IT0001279501
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 30 APR 2004.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met
A.1     Approve the balance sheet and the                             Mgmt       No Action         *
        consolidated financial statement as
        of 31 DEC 2003, the Board of
        Directors and BOA reportings, and
        relevant resolutions
A.2     Approve the resolutions on the Board                          Mgmt       No Action         *
        of Directors
A.3     Empower the Board of Directors to buy                         Mgmt       No Action         *
        back and sell own shares and
        relevant resolutions
E.1     Amend the Corporate By-laws in                                Mgmt       No Action         *
        compliance also with the Law decree
        No. 6/2003, as amended by Law decree
        No. 37/2004 renumbering of the ARTT
        of Corporate By-Laws and acceptance
        of new Corporate By-Laws and
        acceptance of new Corporate By-Laws
        on the basis of the approved

- -------------------------------------------------------------------------------------------------------
PIRELLI & C.SPA, MILANO                                                       Agenda: 700493086
     CUSIP: T76434108                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/10/2004           ISIN: IT0000072725
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 11 MAY 2004.



        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
E.1     Amend some Articles of By-Law as                              Mgmt       No Action         *
        follows: Article 1: denomination;
        Article 2: Company purpose; Article
        3: legal seat; Article 4: term of
        office; Article 5: stock capital;
        Article 6: shares; Article 7:
        shareholders meeting; Article 8:
        shareholders meeting quorum; Article
        9: meeting regulation; Article 10:
        Company management; Article 11: Board
        of Directors powers; Article 12:
        Board of Directors call and majority;
        Article 14: Directors emoluments;
        Article 16: Internal Auditors;
        resolution related there to and power
E.2     Authorize the Board of Directors to                           Mgmt       No Action         *
        increase the stock capital, in one or
        more installments, up to a maximum
        amount of nominal EUR 600.000.000,00
        by issuing new ordinary and/or saving
        shares to be reserved to shareholders
        and the convertible bondholders, with
        the opportunity to exclude the option
        right in case shares are reserved to
        Pirelli? C. or controlled the
        Companies employees; authorize the
        Board of Directors for a convertible
        bonds issue cum warrants, to be
        converted into ordinary and/or saving
        shares, up to a maximum amount of
        nominal EUR 1.000.000.000,00; and
        amend Article 5 of the By-Law
        accordingly; resolution related there
        to and power
O.1     Approve the Board of Directors and                            Mgmt       No Action         *
        the Internal Auditors reports on the
        Management activity; and the balance
        sheet as of 31 DEC 2003; the profits
        allocation
O.2     Appoint 1 Director                                            Mgmt       No Action         *
O.3     Approve to buy own shares and dispose                         Mgmt       No Action         *
        of them, after revoking, for not
        applied part, previous resolution
        deliberated during GM held on 07 MAY
        2003; resolution related there to and
        power bestowal



O.4     Approve to state the Surveillance                             Mgmt       No Action         *
        Committee Members emoluments
O.5     Adopt a meeting regulation                                    Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
RIUNIONE ADRIATICA DI SICURTA RAS SPA, MILANO                                 Agenda: 700483821
     CUSIP: T79470109                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: IT0000062825
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 29 APR 2004 (AND A
        THIRD CALL ON 30 APR 2004).
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
E.1     Approve to amend some Articles of the                         Mgmt       No Action         *
        Bye-Law and to introduce an
        additional Article concerning
        internal Auditors meeting
E.2     Amend meeting regulations as per                              Mgmt       No Action         *
        Resolution E.1
O.1     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003 and the Board of
        Directors and the internal Auditors
        reports on the Management s activity
O.2     Approve the Directors resignement and                         Mgmt       No Action         *
        appoint Directors after stating
        Directors Members number and state
        their emoluments
O.3     Approve one alternate Auditors                                Mgmt       No Action         *
        resignement and re-integrate internal
        Auditors Committee
O.4     Grant authority to buy and sell back                          Mgmt       No Action         *
        according to Articles 2357 and 2359
        of Civil Code

- -------------------------------------------------------------------------------------------------------
SANPAOLO IMI SPA, TORINO                                                      Agenda: 700479214
     CUSIP: T8249V104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: IT0001269361
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN ORDINARY                          Non-       No Action         *
        GENERAL MEETING AND IN THE EVENT THE                         Voting
        MEETING DOES NOT REACH QUORUM, THERE
        WILL BE A SECOND CALL ON 29 APR 2004.
        THANK YOU.



1.      Approve the financial statement and                           Mgmt       No Action         *
        consolidated financial statement at
        31 DEC 2003 and the Board of
        Directors and Auditors report and the
        allocation of profits
2.      Approve to determine the number of                            Mgmt       No Action         *
        Members of the Board of Directors and
        re-appoint and emoluments of the
        Chairman and the Board of Directors
        related to Corporate years
        2004/2005/2006
3.      Appoint the auditing concerning                               Mgmt       No Action         *
        financial statement related to
        Corporate years 2004/2005/2006
4.      Grant authority to buy back                                   Mgmt       No Action         *
5.      Appoint the Deputy Auditor                                    Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SANPAOLO IMI SPA, TORINO                                                      Agenda: 700532535
     CUSIP: T8249V104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: IT0001269361
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                          Voting
        A SECOND CALL ON 30 JUN 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET
1.      Amend the By-laws and the further                             Mgmt       No Action         *
        resolutions, concerning the coming
        into force of the Legislative Decrees
        n. 6/2003 and 37/2004, organizational
        structure of Bank s administration and
        Management, requirements for
        transparency and higher accuracy in
        the wording of some By-laws disposals
2.      Approve the Fideuram Vita Compagnia                           Mgmt       No Action         *
        Di Assicurazioni E Riassicurazioni
        S.P.A. spin-off from Banca Fideuram
        S.P.A. in favour of Sanpaolo IMI

- -------------------------------------------------------------------------------------------------------
SANPAOLO IMI SPA, TORINO                                                      Agenda: 700425449
     CUSIP: T8249V104                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 11/24/2003          ISIN: IT0001269361
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM THERE WILL BE A                        Voting
        SECOND CALL ON 25 NOV 2003
A.1     Approve the composition of the Board                          Mgmt       No Action         *
        of Directors
E.1     Approve the merger by incorporation                           Mgmt       No Action         *
        of Cardine Finanziaria Spa into
        Sanpaolo Imispa and the consequent
E.2     Amend Articles 1, 2, 3, 4, 5, 6, 7,                           Mgmt       No Action         *
        8, 11, 12, 13, 14, 15, 16, 17, 19, 20
        and 21 of the Corporate Bye-laws

- -------------------------------------------------------------------------------------------------------
AUTOGRILL SPA, NOVARA                                                         Agenda: 700482653
     CUSIP: T8347V105                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: IT0001137345
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 04 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Amend some articles of the Bye-laws                           Mgmt       No Action         *
        in order to cope with the new
        provisions set out by the Legislative
        Decree 17 JAN 2003 No. 6
O.1     Approve the balance sheet report as                           Mgmt       No Action         *
        of 31 DEC 2003 and the resolutions
        related thereto, the consolidate
        balance sheet report as of 31 DEC
O.2     Appoint the Directors for the year                            Mgmt       No Action         *
        2004 with possibility to increase
        their maximum number
O.3     Approve the meeting regulations                               Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SEAT PAGINE GIALLE SPA, MILANO                                                Agenda: 700471496
     CUSIP: T8380H104                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/14/2004           ISIN: IT0003479638
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 15 APR 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET



E.1     Amend some Articles of the By-laws:                           Mgmt       No Action         *
        Article 5  stock capital level Sub-
        Section 2, i.e. and authorize the
        Board of Directors for a stock
        capital increase reserved to a Stock
        Options Plan, Article 24  closing of
        business year and profit distribution
        Sub-Section 1, i.e. to state
        business year closing date;
        resolutions related there to
O.1     Approve the Seat Pagine Gialle S.P.A                          Mgmt       No Action         *
        balance sheet reports as of 31 DEC
        2003 and the Board of Directors
        reports on management activity;
        resolutions related there to
O.2     Approve the distribution of available                         Mgmt       No Action         *
        reserves, after integration of legal
        reserves; resolutions related there

- -------------------------------------------------------------------------------------------------------
SNAM RETE GAS SPA, SAN DONATO MILANESE (MI)                                   Agenda: 700481120
     CUSIP: T8578L107                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: IT0003153415
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 28 APR 2004 (and a
        third call on 29 APR 2004).
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met or the
        meeting is
E.1     Amend the Bye-Laws in order to                                Mgmt       No Action         *
        reflect legislative Decree N.6/2003
        Company Law Reform
O.1     Approve the balance sheet and                                 Mgmt       No Action         *
        consolidated balance sheet reports as
        of 31 DEC 2003 and Board of
        Directors, Internal Auditors and
        External Auditors reports
O.2     Approve the profit allocation and                             Mgmt       No Action         *
        dividend distribution
O.3     Appoint the Directors, after stating                          Mgmt       No Action         *
        their number and term of office
O.4     Appoint the Board of Directors                                Mgmt       No Action         *
        Chairman
O.5     Appoint the Internal Auditors to                              Mgmt       No Action         *
        state effective Auditors emoluments
O.6     Appoint the External Auditors for the                         Mgmt       No Action         *
        years 2004/2006
O.7     Amend the meeting regulation                                  Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
SNIA SPA                                                                      Agenda: 700527089
     CUSIP: T85795226                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: IT0001495271
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 29 JUN 2004 (AND A
        THIRD CALL ON 30 JUN 2004).
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET OR THE MEETING IS
E.1     Amend Articles 2, 5, 7, 9, 10, 11, 13                         Mgmt       No Action         *
        which reflect the reform of the
        Italian Company Law
E.2     Approve the resolutions which do not                          Mgmt       No Action         *
        re-establish the revaluation reserve
        of EUR 13.999.269,76
O.1     Approve the balance sheet as at 31                            Mgmt       No Action         *
        DEC 2003 on management activity
        covering a losses
O.2     Appoint External Auditors for the FY                          Mgmt       No Action         *
        2004, 2005, 2006
O.3     Appoint the Directors and fix their                           Mgmt       No Action         *
        emoluments

- -------------------------------------------------------------------------------------------------------
TELECOM ITALIA MOBILE SPA TIM, TORINO                                         Agenda: 700485091
     CUSIP: T9276A104                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: IT0001052049
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 05 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Amend Article 1, 2, 3, 5, 6, 10, 12,                          Mgmt       No Action         *
        14, 15, 16, 17, 18, 19, 20, 21, 22,
        23, 24, 25 and 27 of the Articles of
        By Laws
O.1     Amend meeting regulation                                      Mgmt       No Action         *
O.2     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003; resolutions related
        there to



O.3     Appoint External Auditors for years                           Mgmt       No Action         *
        2004/2006
O.4     Appoint the Board of Directors.                               Mgmt       No Action         *
        resolutions related there to; As
        announced the upcoming meeting is
        called to appoint Directors. As
        Directors have to be appointed by
        slate voting, please find here below
        the list of candidates presented
        by Telecom Italia, holding 56.13%
        of Telecom Italia Mobile stock
        capital. Board of Directors: Mr.
        Carlo Buora, Mr. Gianni Mion, Mr.
        Marco Edoardo De Benedetti, Mr. Carlo
        Angelici, Mr. Carlo Bertazzo, Mr.
        Lorenzo Caprio, Mr. Giorgio Della
        Seta Ferrari Corbelli Greco, Mr. Enzo
        Grilli, Mr. Attilio Leonardo
        Lentati, Mr. Gioacchino Paolo Maria
        Ligresti, Mr. Giuseppe Lucchini, Mr.
        Pier Francesco Saviotti, Mr. Paolo
        Savona, Mr. Mauro Sentinelli, Mr.
O.5     Approve to state Internal Auditors                            Mgmt       No Action         *
        emoluments

- -------------------------------------------------------------------------------------------------------
TELECOM ITALIA SPA, MILANO                                                    Agenda: 700484645
     CUSIP: T92778108                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: IT0003497168
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 05 MAY 2004 (and a
        third call on 06 MAY 2004).
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met or the
        meeting is
E.1     Amend the Articles                                            Mgmt       No Action         *
        2,5,6,7,11,12,13,14,15,16,17,18,19 of
        the Bye-Laws to introduce a new
        Article on Board of Directors and
        Internal Auditors representatives
        informative reports
O.1     Approve the meeting regulation                                Mgmt       No Action         *
O.2     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003
O.3     Appoint the External Auditors for                             Mgmt       No Action         *
        Years 2004/2006



O.4     Appoint the Board of Directors, the                           Mgmt       No Action         *
        candidates are as follows: Mr. Marco
        Tronchetti Provera, Mr. Gilberto
        Benetton, Mr. Carlo Orazio Buora, Mr.
        Riccardo Ruggiero, Mr. Giovanni
        Consorte, Mr. Gianni Mion, Mr. Massimo
        Moratti, Mr. Renato Pagliaro, Mr.
        Carlo Alessandro Puri Negri, Mr. Paolo
        Baratta, Mr. John Robert Sotheby Boas,
        Mr. Domenico de Sole, Mr. Luigi
        Fausti, Mr. Marco Onado, Mr. Luigi
        Roth, Ms. Emanuele Maria Carluccio,
        Ms. Anna Grandori, Mr. Giuseppe
        Quizzi, and Mr. Sandro
O.5     Approve to state the Internal                                 Mgmt       No Action         *
        Auditors emoluments

- -------------------------------------------------------------------------------------------------------
TELECOM ITALIA SPA, MILANO                                                    Agenda: 700506477
     CUSIP: T92778124                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/4/2004            ISIN: IT0003497176
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend the Articles of Association,                            Mgmt       No Action         *
        and any adjournment thereof

- -------------------------------------------------------------------------------------------------------
TELECOM ITALIA SPA, MILANO                                                    Agenda: 700503192
     CUSIP: T92778124                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: IT0003497176
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 6 MAY 2004.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met or the
        meeting is
1.      Approve the meeting regulations                               Mgmt       No Action         *
2.      Approve the financial statements at                           Mgmt       No Action         *
        31 DEC 2003 and any adjournment
3.      Approve the appointment of the                                Mgmt       No Action         *
        Auditors related to Triennium
4.      Appoint the Board of Directors and                            Mgmt       No Action         *
        any adjournment thereof
5.      Approve the emoluments of the Board                           Mgmt       No Action         *
        of Auditors



- -------------------------------------------------------------------------------------------------------
TISCALI SPA, CAGLIARI                                                         Agenda: 700526405
     CUSIP: T93541117                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/21/2004           ISIN: IT0001453924
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 22 JUN 2004.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met
1.      Approve the capital increases and any                         Mgmt       No Action         *
        adjournment thereof

- -------------------------------------------------------------------------------------------------------
TISCALI SPA, CAGLIARI                                                         Agenda: 700416680
     CUSIP: T93541117                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 10/26/2003          ISIN: IT0001453924
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note in the event the meeting                          Non-       No Action         *
        does not reach quorum, there will be                         Voting
        a second call on 27 OCT 2003.
        Consequently, your voting instructions
        will remain valid for all calls unless
        the agenda is amended. Please be also
        advised that your shares will be
        blocked until the quorum is met
E.1     Amend Articles of the by law related                          Mgmt       No Action         *
        to legal seat
E.2     Amend Articles of the by law related                          Mgmt       No Action         *
        to the stock capital and shares
E.3     Approve the rights issue by issuing                           Mgmt       No Action         *
        new ordinary shares, face value EUR
        0.50 and regular ranking, to be paid
        through contribution in kind of the
        Austrian Company Eunet EDV UND
        Internet Dienstleistung AG shares
E.4     Proposal for a rights issue by                                Mgmt       No Action         *
        issuing new ordinary shares, face
        value EUR 0.50 and regular ranking,
        to be paid through contribution in
        kind of the Swedish company Home.SE
O.1     Appoint the new Board of Directors                            Mgmt       No Action         *
        Members

- -------------------------------------------------------------------------------------------------------
TISCALI SPA, CAGLIARI                                                         Agenda: 700486245
     CUSIP: T93541117                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: IT0001453924
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 06 MAY 2004.
        CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
        WILL REMAIN VALID FOR ALL CALLS UNLESS
        THE AGENDA IS AMENDED. PLEASE BE ALSO
        ADVISED THAT YOUR SHARES WILL BE
        BLOCKED UNTIL THE QUORUM IS MET OR THE
        MEETING IS
E.1     Amend Articles 2, 5, 8, 12, 14 and 18                         Mgmt       No Action         *
        of the Statue
E.2     Approve to increase the capital by                            Mgmt       No Action         *
        issuing ordinary shares of par value
        EUR 0.50, with regular ranking for
        dividend and the consequent
        deliberations
O.1     Approve the balance for the FY 2003                           Mgmt       No Action         *
        and the consequent deliberations
O.2     Appointment of the Board and the                              Mgmt       No Action         *
        consequent deliberations

- -------------------------------------------------------------------------------------------------------
UNICREDITO ITALIANO SPA, GENOVA                                               Agenda: 700484152
     CUSIP: T95132105                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: IT0000064854
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 03 MAY 2004 (AND A
        THIRD CALL ON 04 MAY 2004).
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET
E.1     Authorize the Board of Directors as                           Mgmt       No Action         *
        per Article 2443 of the Italian Civil
        Code, to issue in one or more
        installments and for a maximum three
        year term, a rights issue, without
        option right as per Article 2441 of
        the Italian Civil Code, up to a
        maximum nominal amount of EUR
        30,000,000, equal to 0.95 of stock
        capital, be reserved to the Executives
        of the Holding, Banks and the Group s
        Companies, covering relevant position
        among the group and amend the By-laws
        of the Company
E.2     Authorize the Board of Directors to                           Mgmt       No Action         *
        approve, in one or more installments
        and for a maximum 5 year term, a



        bonus issue as per Article 2349 of
        the Italian Civil Code, up to a
        maximum amount of EUR 52,425,000,
        equal to a maximum amount of
        104,850,000 of Unicredito Italiano
        ordinary shares to be assigned to the
        Group Staff, as per the Medium Term
        Incentive Plan, approved by the Board
        of Directors and to amend the By-laws
O.1     Approve the balance sheet reports as                          Mgmt       No Action         *
        of 31 DEC 2003, the Board of
        Directors, the External Auditors
        reports and the Internal Auditors
        reports and to submit the
        consolidated balance sheet and the
        social and environmental reports
O.2     Approve the Buy back as per Article                           Mgmt       No Action         *
        2357 of the Italian Civil Code and
        Article 132 of the Legislative Decree
        No.58/1998
O.3     Approve the profit distribution                               Mgmt       No Action         *
O.4     Appoint the Internal Auditors, their                          Mgmt       No Action         *
        Chairman and 2 Alternate Directors
O.5     Approve to fix the Internal Auditors                          Mgmt       No Action         *
        emoluments for each office year
O.6     Appoint KPMG S.P.A as the External                            Mgmt       No Action         *
        Auditors in order to audit the
        balance sheet, the half-yearly
        Management and intermediate balance
        sheet reports and approve to fix the
        emoluments; acknowledge that the
        Auditors will be appointed by slate
        voting and the lists will be provided
        whenever available

- -------------------------------------------------------------------------------------------------------
UNICREDITO ITALIANO SPA, GENOVA                                               Agenda: 700530315
     CUSIP: T95132105                         Meeting Type: MIX
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: IT0000064854
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE IN THE EVENT THE MEETING                          Non-       No Action         *
        DOES NOT REACH QUORUM, THERE WILL BE                         Voting
        A SECOND CALL ON 28 JUN 2004 AND
        THIRD CALL ON 29 JUN 2004.
        CONSEQUENTLY, YOUR VOTING
        INSTRUCTIONS WILL REMAIN VALID FOR
        ALL CALLS UNLESS THE AGENDA IS
        AMENDED. PLEASE BE ALSO ADVISED THAT
        YOUR SHARES WILL BE BLOCKED UNTIL THE
        QUORUM IS MET
E.1     Amend the Article of the by-laws and                          Mgmt       No Action         *
        introduce the new Article and to
        remove the meeting regulation as a



        part of the By-laws
O.1     Approve the Unicredito Italiano                               Mgmt       No Action         *
        meeting regulation

- -------------------------------------------------------------------------------------------------------
CITY DEVELOPMENTS LTD                                                         Agenda: 700479884
     CUSIP: V23130111                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: SG1R89002252
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited financial                                 Mgmt       No Action         *
        statements and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a first and final dividend of                         Mgmt       No Action         *
        15% less 20% income tax for the YE
        31 DEC 2003 as recommended by the
        Directors
3.      Approve the Directors fees of SGD                             Mgmt       No Action         *
        220,000 for the YE 31 DEC 2003 and the
        Audit Committee fees of SGD 42,500 per
        quarter for the period from 01 JUL
        2004 to 30 JUN 2005, with payment of
        the Audit Committee fees to be made in
        arrears at the end of each calendar
        quarter
4.1     Re-elect Mr. Kwek Leng Beng as a                              Mgmt       No Action         *
        Director, who retires in accordance
        with the Articles of Association of
        the Company
4.2     Re-elect Mr. Kwek Leng Peck as a                              Mgmt       No Action         *
        Director, who retires in accordance
        with the Articles of Association of
        the Company
5.1     Re-appoint Mr. Sim Miah Kian as a                             Mgmt       No Action         *
        Director of the Company until the next
        AGM in accordance with Section 153(6)
        of the Companies Act, Chapter
5.2     Re-appoint Mr. Tan I Tong as a                                Mgmt       No Action         *
        Director of the Company until the next
        AGM in accordance with Section 153(6)
        of the Companies Act, Chapter
5.3     Re-appoint Mr. Ong Pang Boon as a                             Mgmt       No Action         *
        Director of the Company until the next
        AGM in accordance with Section 153(6)
        of the Companies Act, Chapter
5.4     Re-appoint Mr. Chee Keng Soon as a                            Mgmt       No Action         *
        Director of the Company until the next
        AGM in accordance with Section 153(6)
        of the Companies Act, Chapter
5.5     Re-appoint Mr. Tang See Chim as a                             Mgmt       No Action         *
        Director of the Company until the next
        AGM in accordance with Section 153(6)
        of the Companies Act, Chapter



6.      Re-appoint Messrs KPMG as the                                 Mgmt       No Action         *
        Auditors and authorize the Directors
        to fix their remuneration
7.      Transact any other business Other No Action *
8.      Authorize the Directors to offer and                          Mgmt       No Action         *
        grant options in accordance with the
        provisions of the City Developments
        Share Option Scheme 2001 Scheme and to
        allot and issue from time to time such
        number of shares in the capital of the
        Company as may be required to be
        issued pursuant to the exercise of the
        options granted under the Scheme
        provided that the aggregate number of
        shares to be issued pursuant to the
        Scheme shall not exceed 8% of the
        issued share capital of the Company
        from time to time
9.      Approve that the purpose of Chapter 9                         Mgmt       No Action         *
        of the Listing Manual of the Singapore
        Exchange Securities Trading Limited
        SGX-ST, for the Company, its
        subsidiaries and its associated
        Companies that are not listed on the
        SGX-ST, or an approved exchange, over
        which the Company, its subsidiaries
        and/or its interested person(s), have
        control, or any of them, to enter into
        any of the transactions falling within
        the category of interested person
        transactions, as specified, Authority
        expires the earlier of the date of the
        next AGM of the Company; and the
        Directors of the Company and each of
        them be authorized to complete and do
        all such acts and things including
        executing all such documents as may be
        required as they or he may consider
        expedient or necessary or in the
        interests of the Company to give
        effect to the IPT Mandate and/or this
        resolution

- -------------------------------------------------------------------------------------------------------
KEPPEL LTD                                                                    Agenda: 700483871
     CUSIP: V53838112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: SG1E04001251
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive and adopt the Director s                              Mgmt       No Action         *
        report and the audited accounts for
        the YE 31 DEC 2003



2.      Declare a final dividend 22% or 11                            Mgmt       No Action         *
        cents per share less tax for the YE
        31 DEC 2003
3.      Re-elect Mr. Choo Chiau Beng as a                             Mgmt       No Action         *
        Director of the Company pursuant to
        Section 81C of the Company s Articles
        of Association, who retires in
        accordance with Section 81B of the
        Company s Articles of Association
4.      Re-elect Mr. Lim Hock San as a                                Mgmt       No Action         *
        Director of the Company pursuant to
        Section 81C of the Company s Articles
        of Association, who retires in
        accordance with Section 81B of the
        Company s Articles of Association
5.      Re-elect Tsao Yuan Mrs. Lee Soo Ann                           Mgmt       No Action         *
        as a Director of the Company pursuant
        to Section 81C of the Company s
        Articles of Association, who retires
        in accordance with Section 81B of the
        Company s Articles of Association
6.      Re-elect Mr. Leung Chun Ying as a                             Mgmt       No Action         *
        Director of the Company, who retires
        in accordance with Section 81A(1) of
        the Company s Articles of Association
7.      Approve the Directors fees of SGD                             Mgmt       No Action         *
        492,000 for the YE 31 DEC 2003
8.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors to fix their
9.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to make market purchases of
        up to 10% of the issued ordinary
        share capital of the Company at a
        price not exceeding the maximum price
        as prescribed;  Authority expires
        the earlier of the next AGM of the
        Company or date at which it is
        required by law to be held
10.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50 and Article 48A of the
        Company s Articles of Association and
        the Listing Manual of the Singapore
        Exchange Securities Trading Limited
        SGX-ST, to allot and issue shares in
        the Company by way of rights, bonus or
        otherwise, the aggregate number of
        shares issued not exceeding 50% of the
        issued



        share capital of the Company, of which
        the aggregate number of shares to be
        issued other than on a pro-rata basis
        to the existing shareholders of the
        Company does not exceed 20% of the
        issued share capital of the Company
        and the percentage of issued share
        capital shall be calculated based on
        the Company s issued share capital at
        the date of passing of this resolution
        after adjusting for new shares arising
        from the conversion of convertible
        securities or employee share options
        on issue and any subsequent
        consolidation or subdivision of
        shares; Authority expires the earlier
        of the conclusion of the next AGM of
        the Company or the date of the next
        AGM of the
11.     Authorize the Company, its                                    Mgmt       No Action         *
        subsidiaries and associated Companies
        or any one of them, for the purposes
        of Chapter 9 of the Listing Manual of
        the SGX-ST, to enter into any such
        transactions falling within the
        categories of interested person
        transactions with any party who falls
        within the classes of interested
        persons provided that such
        transactions are carried out at arm s
        length and on normal commercial terms
        and authorize the Directors and the
        Audit Committee to do all such acts
        and things deemed necessary including
        executing such documents as may be
        required to give effect to this
        mandate and/or resolution; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or the
        date of the next AGM of the Company as
        required by law

- -------------------------------------------------------------------------------------------------------
KEPPEL LTD                                                                    Agenda: 700521582
     CUSIP: V53838112                         Meeting Type: CRT
    Ticker:                                   Meeting Date: 5/26/2004           ISIN: SG1E04001251
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Confirm the capital reduction under                           Mgmt       No Action         *
        Section 73 of the Company s Act
        (Chapter 50) approved by the Company
        by a way of special resolution passed
        on 28 APR 2004 to reduce its special
        reserve account by the sum of SGD
        110,1170,000, and the share premium
        account by a sum of up to SGD
        32,163,146.26 and such reduction shall
        be effected by returning SGD 0.18 in
        cash for each issued and fully paid up
        ordinary share of SGD 0.50 each in the
        capital of the



- -------------------------------------------------------------------------------------------------------
NEPTUNE ORIENT LINES LTD                                                      Agenda: 700478731
     CUSIP: V67005120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: SG1F90001388
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                    Voting
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and accounts for the YE 26 DEC
        2003 and the Auditors report
10.     Re-appoint Mr. Gan Chee Yen as a                              Mgmt       No Action         *
        Director
11.     Re-appoint Mr. Robert Holland, JR. as                         Mgmt       No Action         *
        a Director
12.     Re-appoint PricewaterhouseCoopers as                          Mgmt       No Action         *
        the Auditors and Authorize the
        Directors to fix their remuneration
13.     Grant approval to the Company, its                            Mgmt       No Action         *
        subsidiaries and associated companies
        or any of them to enter into any of
        the transactions falling within the
        types of Interested Person
        Transactions, with any party who is of
        the class of interested persons
        provided that such transactions are
        made on an arm s length basis and on
        normal commercial terms Authority
        expires at the conclusion of the next
        AGM
2.      Declare a first and final dividend of                         Mgmt       No Action         *
        SGD 3.85 cents per share, less tax
        of 20% for the YE 26 DEC 2003
3.      Approve the payments to Non-Executive                         Mgmt       No Action         *
        Directors of SGD 1,322,476
4.      Re-elect Mr. Cheng Wai Keung as a                             Mgmt       No Action         *
        Director
5.      Re-elect Mr. Lim How Tech as a                                Mgmt       No Action         *
6.      Re-elect Mr. Yasumasa as a Director                           Mgmt       No Action         *
7.      Re-appoint Mr. Ang Kong Hua as a                              Mgmt       No Action         *
        Director
8.      Re-appoint Mr. Willie Cheng Jue Hiang                         Mgmt       No Action         *
        as a Director
9.      Re-appoint Mr. David Lim Tiken as a                           Mgmt       No Action         *
        Director





                                                                       
- -------------------------------------------------------------------------------------------------------
OVERSEAS UNION ENTERPRISE LTD                                                 Agenda: 700490080
     CUSIP: V70197104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: SG1N99002122
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive, approve and adopt the                                Mgmt       No Action         *
        Directors report and financial
        statements for the YE 31 DEC 2003
2.      Declare a final dividend of 6% less                           Mgmt       No Action         *
        income tax in respect of the year
3.      Approve the Directors fees of SGD                             Mgmt       No Action         *
        435,000 for 2003
4.A     Re-appoint Mr. Wee Cho Yaw as a                               Mgmt       No Action         *
        Director of the Company, pursuant to
        Section 153(6) of the Companies Act,
        Chapter 50, until the next AGM of the
        Company
4.B     Re-appoint Mr. Lim Boon Kheng as a                            Mgmt       No Action         *
        Director of the Company, pursuant to
        Section 153(6) of the Companies Act,
        Chapter 50, until the next AGM of the
        Company
5.A     Re-elect Mrs. Margaret Lien Wen Hsien                         Mgmt       No Action         *
        as a Director, who retires by
5.B     Re-elect Mr. Kua Hong Pak as a                                Mgmt       No Action         *
        Director, who retires by rotation
6.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors to fix their
7.      Transact any other business                                  Other       No Action         *
8.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50 and the listing rules of
        the Singapore Exchange Securities
        Trading Limited, to issue shares in
        the capital of the Company by way of
        rights, bonus or otherwise, up to 50%
        of the issued share capital of the
        Company, of which the aggregate number
        of shares to be issued other than on a
        pro-rata basis to shareholders of the
        Company does not exceed 20% of the
        issued share capital of the Company;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the date of the next AGM of
        the



- -------------------------------------------------------------------------------------------------------
SINGAPORE AIRLINES LTD                                                        Agenda: 700388209
     CUSIP: V80178110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/26/2003           ISIN: SG1H95001506
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the audited financial
        statements for the YE 31 MAR 2003 and
        the Auditors report thereon
2.      Declare a final tax exempt dividend                           Mgmt       No Action         *
        of 9.0 cents per SGD 0.50 ordinary
        share for the YE 31 MAR 2003
3.      Elect Sir Brian Pitman as a Director                          Mgmt       No Action         *
        of the Company until the next AGM of
        the Company, pursuant to Section
        153(6) of the Companies Act, Chapter
4.a     Re-elect Mr. Fock Siew Wah as a                               Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Article 83 of the
        Companies Articles of Association
4.b     Re-elect Mr. Ho Kwon Ping as a                                Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Article 83 of the
        Companies Articles of Association
5.      Re-elect Mr. Chew Choon Seng as a                             Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with Article 89 of the
        Companies Articles of Association
6.      Re-appoint Messrs. Ernst & Young as                           Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Directors to fix their
        remuneration
7.      Approve the Directors fee of SGD                              Mgmt       No Action         *
        571,000
8.      Transact any other business                                  Other       No Action         *

- -------------------------------------------------------------------------------------------------------
SINGAPORE PRESS HOLDINGS LTD                                                  Agenda: 700435096
     CUSIP: V81378149                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/5/2003           ISIN: SG1G28865390
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt Directors report                            Mgmt       No Action         *
        and audited accounts for YE 31 AUG
2.      Declare a final dividend of 50 cents,                         Mgmt       No Action         *
        and a special dividend of 30 cents,
        per SGD 1 share less income tax in
        respect of the FYE 31 AUG 2003



3.1     Re-appoint, pursuant to Section                               Mgmt       No Action         *
        153(6) of the Companies Act, Chapter
        50, Mr. Lim Chin Beng as a Director
        of the Company until the next AGM
3.2     Re-appoint, pursuant to Section                               Mgmt       No Action         *
        153(6) of the Companies Act, Chapter
        50, Mr. Michael Fam Yue Onn as a
        Director of the Company until the
3.3     Re-appoint, pursuant to Section                               Mgmt       No Action         *
        153(6) of the Companies Act, Chapter
        50, Mr. Lee Ek Tieng as a Director of
        the Company until the next AGM
3.4     Re-appoint, pursuant to Section                               Mgmt       No Action         *
        153(6) of the Companies Act, Chapter
        50, Mr. Tang I-Fang as a Director of
        the Company until the next AGM
4.      Re-elect Mr. Ngiam Tong Dow as a                              Mgmt       No Action         *
        Director, who retires by rotation in
        accordance with the Company s
        Articles of Association
5.1     Elect Mr. Philip N. Pillai as a                               Mgmt       No Action         *
        Director in accordance with the
        Company s Articles of Association
5.2     Elect Mr. Sum Soon Lim as a Director                          Mgmt       No Action         *
        in accordance with the Company s
        Articles of Association
6.      Approve the Directors fees of SGD                             Mgmt       No Action         *
        700,207
7.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their
8.      Transact any other business                                   Non-       No Action         *
                                                                     Voting
9.1     Authorize the Directors of the                                Mgmt       No Action         *
        Company, pursuant to Section 161 of
        the Companies Act, Chapter 50 and the
        listing rules of the Singapore
        Exchange Securities Trading Limited
        SGX-ST and subject to the provisions
        of the Newspaper and Printing Presses
        Act, Chapter 206, to: a) i) issue
        shares in the capital of the Company
        Shares whether by way of rights, bonus
        or otherwise; and/or ii) make or grant
        offers, agreements or options
        collectively, Instruments that might
        or would require Shares to be issued,
        including but not limited to the
        creation and issue of warrants,
        debentures or other instruments
        convertible into shares, at any time
        and upon such terms and conditions and
        for such purposes and to such persons
        as the Directors may in their absolute
        discretion deem



        fit; and b) issue shares in pursuance
        of any instrument made or granted by
        the Directors while this Resolution
        was in force, provided that: 1) the
        aggregate number of shares to be
        issued pursuant to this Resolution,
        does not exceed 50% of the issued
        share capital of the Company, of which
        the aggregate number of shares to be
        issued other than on a pro rata basis
        to shareholders of the Company, does
        not exceed 20% of the issued share
        capital of the Company; 2) for the
        purpose of determining the aggregate
        number of shares that may be issued
        under sub-paragraph (1) above, the
        percentage of issued share capital
        shall be based on the issued share
        capital of the Company at the time
        this Resolution is passed, after
        adjusting for: i) new shares arising
        from the conversion or exercise of any
        convertible securities or share
        options or vesting of share awards
        which are outstanding or subsisting at
        the time this Resolution is passed;
        and ii) any subsequent consolidation
        or subdivision of shares; Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or the
        date
9.2     Authorize the Directors to offer and                          Mgmt       No Action         *
        grant options in accordance with the
        provisions of the Singapore Press
        Holdings Group (1999) Share Option
        Scheme  999 Scheme and to allot and
        issue such shares as may be issued
        pursuant to the exercise of options
        under the 1999 Scheme, provided
        always that the aggregate number of
        shares to be issued pursuant to the
        1999 Scheme shall not exceed 12% of
        the issued share capital of the
9.3     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Sections 76C and 76E of the Companies
        Act, Chapter 50, to purchase or
        otherwise acquire issued ordinary
        shares of SGD 1.00 each fully paid in
        the capital of the Company, through
        market purchases on the SGX-ST, and/or
        off-market purchases in accordance
        with any equal access schemes, not
        exceeding in aggregate 10% of the
        issued ordinary share capital of the
        Company, at a price of up to 105%
        above the average closing



        prices of the shares on the SGX-ST on
        the previous 5 trading days in the
        case of on-market purchases and 105%
        above the average closing prices of
        the shares on the SGX-ST on each of
        the 5 consecutive trading days in the
        case of both off-market and on- market
        purchases, and authorize the Directors
        and/or any of them to do all such acts
        and things deemed necessary to give
        effect to the transactions
        contemplated and/or authorized by this
        resolution; Authority expires the
        earlier of the next AGM of the Company
        or the date of the next AGM of the
        Company

- -------------------------------------------------------------------------------------------------------
SINGAPORE PRESS HOLDINGS LTD                                                  Agenda: 700498466
     CUSIP: V81378149                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/7/2004            ISIN: SG1G28865390
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve that, subject to the                                  Mgmt       No Action         *
        confirmation of the High Court of the
        Republic of Singapore: 1) all the
        ordinary shares of SGD 1.00 each both
        issued and unissued in the capital of
        the Company be subdivided in such
        manner that every one of the said
        ordinary shares constitute five
        ordinary shares of SGD 0.20 each on
        which, in the case of ordinary shares
        of SGD0.20 each created pursuant to
        the subdivision of ordinary shares of
        SGD1.00 each in the paid-up capital in
        the Company, the sum of SGD0.20 shall
        be credited as having been fully
        paid-up



        for each ordinary share, and the par
        value of each ordinary share both
        issued and unissued be reduced from
        SGD1.00 to SGD0.20; 2) all of the
        management shares of SGD 1.00 each
        both issued and unissued in the
        capital of the Company be subdivided
        in such manner that every one of the
        said management shares will constitute
        five management shares of SGD 0.20
        each on which, in the case of
        management shares of SGD 0.20 each
        created pursuant to the subdivision of
        management shares of SGD 1.00 each in
        the paid-up capital in the Company
        held as at the Books Closure Date, the
        sum of SGD 0.20 be credited as having
        been fully paid-up for each management
        share, and the par value of each
        management share both issued and
        unissued be reduced from SGD 1.00 to
        SGD 0.20; 3) pursuant to the Article
        62 of the Articles of Association of
        the Company and subject to and
        forthwith upon the preceding
        paragraphs (1) and (2) taking effect:
        a) the issued and paid-up share
        capital of the Company of a maximum of
        SGD 378,966,125 comprising a maximum
        of 1,875,656,840 ordinary shares of
        SGD 0.20 each and a maximum of
        19,173,785 management shares of SGD
        0.20 each be reduced by a maximum of
        SGD 56,844,919 and such reduction be
        effected by returning to the holders
        of the ordinary shares and the
        management shares as at the books
        closure date, paid up capital to the
        extent of SGD 0.03 on each such
        ordinary share and management share,
        and by reducing the par value of each
        such ordinary share and management
        share from SGD 0.20 to SGD 0.17; b)
        subject to and forthwith upon the
        preceding sub-paragraph (a) taking
        effect: all of the ordinary shares of
        SGD 0.17 each in the issued and
        paid-up share capital of the Company
        be subdivided in such manner that
        every one of the said ordinary shares
        shall constitute 17 ordinary shares of
        SGD 0.01 each on which the sum of SGD
        0.01 shall be credited as having been
        fully paid-up for each ordinary share;
        all of the ordinary shares of SGD 0.01
        each created pursuant to the
        subdivision of ordinary shares of SGD
        0.17 each be consolidated in such
        manner that every 20 of the said
        ordinary shares shall constitute one
        ordinary share of SGD 0.20 on which
        the sum of SGD 0.20 shall be credited
        as having been fully paid-up for each
        ordinary share and any fraction of an
        ordinary share shall be disregarded;
        all of the management shares of SGD
        0.17 each in the issued and paid-up
        share capital of the Company be
        subdivided in such manner that every
        one of the said management shares
        shall constitute 17 management shares
        of SGD 0.01 each on which the sum of
        SGD 0.01 shall be credited as having
        been fully paid-up for each



        management share; and all of the
        management shares of SGD 0.01 each
        created pursuant to the subdivision of
        management shares of SGD 0.17 each be
        consolidated in such manner that every
        20 of the said management shares shall
        constitute one management share of SGD
        0.20 on which the sum of SGD 0.20
        shall be credited as having been fully
        paid-up for each management share and
        any fraction of a management share
        shall be disregarded; c) subject to
        and forthwith upon the preceding sub-
        paragraphs (a) and (b) taking effect,
        the sum standing to the credit of the
        share premium account of the Company
        be reduced by a maximum sum of SGD
        5,684,492, and that such reduction be
        effected by returning to the holders
        of the ordinary shares and management
        shares in the capital of the Company
        SGD 0.02 in cash for each issued and
        fully paid-up ordinary share and
        management share in the capital of the
        Company which is cancelled pursuant to
        the preceding subparagraphs (a) and
        (b); subject to and forthwith upon the
        preceding sub-paragraphs (a), (b) and
        (c) taking effect, a maximum sum of
        SGD 1,023,208,542 forming part of the
        retained earnings of the Company as at
        05 APR 2004 be capitalized: with the
        sum of SGD 1,012,854,690 applied in
        paying up in full at par for a maximum
        of 5,064,273,450 unissued ordinary
        shares of SGD 0.20 each in the capital
        of the Company, and the additional
        ordinary shares be allotted and issued
        credited as fully paid up to the
        holders of ordinary shares in the
        capital of the Company in the
        proportion of 18 additional ordinary
        shares for every one ordinary share
        held by them which is cancelled
        pursuant to the preceding
        sub-paragraphs (a) and (b), and
        forthwith upon the allotment and issue
        of the additional ordinary shares, the
        additional ordinary shares be
        cancelled in their entirety, and the
        maximum sum of SGD 1,012,854,690
        arising from such cancellation be
        returned to the respective holders of
        the additional ordinary shares on the
        basis of SGD



        0.20 for each additional ordinary
        share so cancelled; and with the sum
        of SGD 10,353,852 applied in paying up
        in full at par for a maximum of
        51,769,260 unissued management shares
        of SGD 0.20 each in the capital of the
        Company, and the additional management
        shares be allotted and issued credited
        as fully paid up to the holders of
        management shares in the capital of
        the Company in the proportion of 18
        additional management shares for every
        one management share held by them
        which is cancelled pursuant to the
        preceding sub-paragraphs (a) and (b),
        and forthwith upon the allotment and
        issue of the additional management
        shares, the additional management
        shares be cancelled in their entirety,
        and the maximum sum of SGD 10,353,852
        arising from such cancellation be
        returned to the respective holders of
        the additional management shares on
        the basis of SGD 0.20 for each
        additional management share so
        cancelled; and 4) authorize the
        Directors to do all acts and things as
        they may consider necessary

- -------------------------------------------------------------------------------------------------------
UNITED OVERSEAS LAND LTD                                                      Agenda: 700489025
     CUSIP: V95768103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: SG1S83002349
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the financial statements and                          Mgmt       No Action         *
        the reports of the Directors and the
        Auditors for the YE 31 DEC 2003
2.      Declare a first a final dividend of                           Mgmt       No Action         *
        7.5 cents per ordinary share less
        income tax for the YE 31 DEC 2003
3.      Approve the Directors fee of SGD                              Mgmt       No Action         *
        251,000 for the year 2003
4.a     Re-appoint Mr. Wee Cho Yaw as a                               Mgmt       No Action         *
        Director of the Company, pursuant to
        Section 153(6) of the Companies Act,
        Chapter 50, until the next AGM of the
        Company
4.b     Re-appoint Mr. Lim Kee Ming as a                              Mgmt       No Action         *
        Director of the Company, pursuant to
        Section 153(6) of the Companies Act,
        Chapter 50, until the next AGM of the
        Company
4.c     Re-appoint Mr. Alan Choe Fook Cheong                          Mgmt       No Action         *



        as a Director of the Company,
        pursuant to Section 153(6) of the
        Companies Act, Chapter 50, until the
        next AGM of the Company
5.      Re-elect Mr. Wee Ee Cheong as a                               Mgmt       No Action         *
        Director, who retires pursuant to
        Article 94 of the Company s Articles
        of Association
6.      Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers as the
        Auditors of the Company and authorize
        the Directors to fix their
7.a     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50,to offer and grant options
        in accordance with the regulations of
        the UOL 2000 Share Option Scheme the
        2000 Scheme and to allot and issue
        such number of shares in the Company
        as may be required to be issued
        pursuant to the exercise of options
        under the UOL Group Executives Share
        Option Scheme the ESO Scheme and under
        the 2000 Scheme, provided that
        aggregate number of shares to be
        issued pursuant to this resolution
        does not exceed 15% of the issued
        share
7.b     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50, to issue further shares
        in the Company at any time to such
        persons, upon such terms and
        conditions and for such purposes as
        the Directors may in their absolute
        discretion deem fit, provided that
        the aggregate number of shares to be
        issued pursuant to this resolution
        shall not exceed 10% of the issued
        share capital of the Company
8.      Transact other business                                      Other       No Action         *

- -------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD                                                      Agenda: 700490078
     CUSIP: V96194127                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: SG1M31001969
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to receive the financial                              Mgmt       No Action         *
        statements, the Directors and the
        Auditors report for the YE 31 DEC
10.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50, to offer and grant



        options in accordance with the
        regulations of the UOB 1999 Share
        Option Scheme (the 1999 Scheme) and
        to allot and issue from time to time
        such number of shares in the Company
        as may be required to be issued
        pursuant to the exercise of options
        under the 1999 Scheme, provided that
        the aggregate number of shares to be
        issued pursuant to this resolution
        shall not exceed 15% of the issued are
        capital of the Company from time
11.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50, to issue shares in the
        Company at any time and upon such
        terms and conditions and for such
        purposes as the Directors may in their
        absolute discretion, deem fit provided
        that the aggregate number of shares to
        be issued pursuant to this resolution
        shall not exceed 10% of the issued
        share capital of the Company for the
        time being
2.      Approve to declare a final dividend                           Mgmt       No Action         *
        of 40% (40cents per share) less 20%
        income tax for the YE 31 DEC 2003
3.      Approve Directors fees of SGD                                 Mgmt       No Action         *
        618,750 for 2003
4.      Appoint Messrs. Ernst and Young as                            Mgmt       No Action         *
        the Auditors of the Company in place
        of the retiring Auditors, Messrs.
        PricewaterhouseCoopers and authorize
        the Directors to fix their
5.      Re-elect Mr. Sim Wong Hoo as a                                Mgmt       No Action         *
6.      Re-elect Prof. Lim Pin as a Director                          Mgmt       No Action         *
7.      Re-elect Mrs. Margaret Lien Wen Hsien                         Mgmt       No Action         *
        as a Director
8.      Re-elect Mr. N.G. Boon Yew as a                               Mgmt       No Action         *
        Director
9.      Approve that pursuant to Section                              Mgmt       No Action         *
        153(6) of the Companies Act, Chapter
        50, Mr. Wee Cho Yaw be re-appointed
        as a Director of the Company to hold
        such office until the next AGM of the
        Company

- -------------------------------------------------------------------------------------------------------
ALFA LAVAL AB                                                                 Agenda: 700476232
     CUSIP: W04008152                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: SE0000695876
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Adopt the profit and loss account and                         Mgmt       No Action         *
        the balance sheet, the consolidated
        profit and loss account, and the
        consolidated balance sheet
B.      Approve that the dividend for 2003                            Mgmt       No Action         *
        shall be SEK 4.00 per share, 30 APR
        2004 is proposed as the record date
        to receive the dividend
C.      Grant discharge from liability of the                         Mgmt       No Action         *
        Board Members and the Managing
D.      Approve the Members of the Board of                           Mgmt       No Action         *
        Directors shall be eight, no deputies
        are proposed, and the number of the
        Auditors shall be two, with two
        Deputy Auditors
E.      Approve the compensation to the Board                         Mgmt       No Action         *
        of Directors shall be SEK 2,475,000
        to be distributed by the Board of
        Directors among the Members elected
        by the AGM, and the compensation to
        the Auditors shall be paid as
F.1     Re-elect Mr. Lena Olving as the Board                         Mgmt       No Action         *
        Member
F.10    Elect Mr. Kerstin Mouchard as an                              Mgmt       No Action         *
        Auditor
F.11    Re-elect Mr. Hakan Olsson as a Deputy                         Mgmt       No Action         *
        Auditor
F.12    Elect Mr. Thomas Swenson as a Deputy                          Mgmt       No Action         *
        Auditor
F.2     Re-elect Mr. Finn Rausing as the                              Mgmt       No Action         *
        Board Member
F.3     Re-elect Mr. Jorn Rausing as the                              Mgmt       No Action         *
        Board Member
F.4     Re-elect Mr. Christian Salamon as the                         Mgmt       No Action         *
        Board Member
F.5     Re-elect Mr. Bjorn Saven as the Board                         Mgmt       No Action         *
        Member
F.6     Re-elect Mr. Waldemar Schmidt as the                          Mgmt       No Action         *
        Board Member
F.7     Appoint Mr. Anders Narvingar as the                           Mgmt       No Action         *
        Chairman of the Board



F.8     Elect Mr. Gunilla Berg as a new Board                         Mgmt       No Action         *
        Member
F.9     Re-elect Mr. Ingvar Ganestam as an                            Mgmt       No Action         *
        Auditor
G.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        there shall be a Nomination Committee
        to prepare and make proposals to the
        AGM regarding the election of
        Members of the Board of Directors
        and, if applicable, the Auditors
H.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        the Nomination Committee comprise 5
        Members, which shall be
        representatives of the 5 largest
        shareholders at the close of 3RD
        quarter contact the 5 largest
        shareholders in the Company, which
        then have the right to appoint the
        Members to the Nomination Committee;
        in addition, the Nomination Committee
        may decide that the Board Chairman
        shall be a Member of the Committee; if
        any of these 5 shareholders declines
        the right to appoint a Member to the
        Committee, the next shareholder it
        terms of size is offered the
        opportunity to appoint a Member to the
        Committee; if several shareholders
        decline the right to appoint Members
        to the Committee, there is no
        obligation to ask more than 8 of the
        largest shareholders, if this is not
        required for the Committee to comprise
        at least 3
I.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        information about the composition of
        the Nomination Committee be announced
        publicly in the Company s 3RD
        quarter interim report
J.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        the nomination Committee shall be
        entitled to charge the Company the
        costs of recruiting consultants if
        this is considered necessary to gain a
        suitable selection of Board
K.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        the nomination Committee shall report
        on its work to the AGM



- -------------------------------------------------------------------------------------------------------
ASSA ABLOY AB                                                                 Agenda: 700477905
     CUSIP: W0817X105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: SE0000255648
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Adopt the statement of income and the                         Mgmt       No Action         *
        balance sheet and the consolidated
        statement of income and the
        consolidated statement of income and
        the consolidated balance sheet as per
        31 DEC 2003
B.      Approve the appropriation of the                              Mgmt       No Action         *
        Company s profit according to the
        adopted balance sheet
C.      Declare a dividend of SEK 1.25 per                            Mgmt       No Action         *
        share and approve the record date for
        the dividend as 30 APR 2004
D.      Grant discharge from liability to the                         Mgmt       No Action         *
        Board of Directors and the Managing
        Director for the FY 2003
E.      Approve the number of Board Members                           Mgmt       No Action         *
        shall be 10
F.      Approve the fees to the Board Members                         Mgmt       No Action         *
        shall amount to a total of SEK
        3,950,000
G.1     Re-elect Mr. Bo Dankls as a member of                         Mgmt       No Action         *
        the Board of Directors
G.10    Elect Mr. Carl Douglas as a member of                         Mgmt       No Action         *
        the Board Of Directors
G.2     Re-elect Mr. Gustaf Douglas as a                              Mgmt       No Action         *
        member of the Board of Directors
G.3     Re-elect Mr. Patricia O Driscoll as a                         Mgmt       No Action         *
        member of the Board of Directors
G.4     Re-elect Mr. George Ehrnrooth as a                            Mgmt       No Action         *
        member of the Board of Directors
G.5     Re-elect Mr. Per-Olof Eriksson as a                           Mgmt       No Action         *
        member of the Board of Directors
G.6     Re-elect Mr. Lotta Lunden as a member                         Mgmt       No Action         *
        of the Board of Directors
G.7     Re-elect Mr. Sven-Christer Nilsson as                         Mgmt       No Action         *
        a member of the Board of Directors
G.8     Re-elect Mr. Melker Schorling as a                            Mgmt       No Action         *



        member of the Board of Directors
G.9     Re-elect Mr. Carl-Henric Svanberg as                          Mgmt       No Action         *
        a member of the Board of Directors
H.1     PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Elect the
        members of the Nomination Committee
H.2     PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Re-elect
        Messrs. Georg Ehrnrooth, Melker
        Schorling, Gustaf Douglas as a member
        of the Nomination Committee
I.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve the
        question from the Amnesty Business
        Group regarding policy documents
        concerning human rights
J.      Adopt the issue of convertible bonds                          Mgmt       No Action         *
        according to Section 1 and approve
        the measures described in Section 2
        for the implementation of a global
        incentive program for the employees
        in the Assa Abloy Group

- -------------------------------------------------------------------------------------------------------
ATLAS COPCO AB                                                                Agenda: 700477892
     CUSIP: W10020118                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: SE0000101032
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the meeting and election                           Non-       No Action         *
        of the Chairman to preside at the                            Voting
A.      Approve the profit and loss account                           Mgmt       No Action         *
        and the balance sheet as well as the
        consolidated profit and loss account
        and the consolidated balance sheet
B.      Grant discharge to the Board Members                          Mgmt       No Action         *
        and the President from liability
C.      Approve to allocate the Company s                             Mgmt       No Action         *
        profit according to the approved
        balance sheet by paying a dividend of
        SEK 7:50 per share to the
D.      Approve that the record day for                               Mgmt       No Action         *
        receiving dividend be 30 APR 2004 and
        the dividend be distributed by VPC
        AB on 05 MAY 2004
E.      Approve that 9 ordinary Board Members                         Mgmt       No Action         *
        and no Deputies are elected
F.1     Re-elect Mr. Sune Carlsson as the                             Mgmt       No Action         *
        Board Member
F.2     Re-elect Mr. Jacob Wallenberg as the                          Mgmt       No Action         *
        Board Member
F.3     Re-elect Mr. Gunnar Brock as the                              Mgmt       No Action         *
        Board Member



F.4     Re-elect Mr. Staffan Boman as the                             Mgmt       No Action         *
        Board Member
F.5     Re-elect Mr. Kurt Hellstrom as the                            Mgmt       No Action         *
        Board Member
F.6     Re-elect Mr. Thomas Leysen as the                             Mgmt       No Action         *
        Board Member
F.7     Re-elect Mr. Ulla Litzen as the Board                         Mgmt       No Action         *
        Member
F.8     Re-elect Mr. Anders Ullberg as the                            Mgmt       No Action         *
        Board Member
F.9     Elect Mr. Grace Reksten Skaugen as a                          Mgmt       No Action         *
        new member of the Board
G.      Approve the Board remuneration of SEK                         Mgmt       No Action         *
        3,000,000 as well as a remuneration
        for Board Committee work of SEK
        500,000 to be distributed in
        accordance with the Board s discretion
        to the Board Members elected by the
        Meeting and not
H.      Approve the application for 2004 of                           Mgmt       No Action         *
        the 2000-2005 Stock Option Plan/Share
        Appreciation Rights Plan and authorize
        the Board of Directors to grant stock
        options/share appreciation rights to
        the key employees in the Group without
        monetary compensation in accordance
        with the rules specified below and
        that primarily, stock options be
        granted and only if legal or tax
        restraints exist in a certain country
        the granting of share appreciation
        rights may take place and each stock
        option will entitle the holder to
        acquire one Series A share in Atlas
        Copco AB Company at a pre- determined
        exercise price and each share
        appreciation right will give the right
        to a cash amount equal to the
        difference between the price of the
        Series A share at exercise and a fixed
        initial price grant value and that the
        exercise price/grant value be equal to
        110% of the average price of the
        Series A share traded at the Stockholm
        Stock Exchange during a period of 10
        trading days immediately after the
        meeting and the stock options/share
        appreciation rights will have a term
        of six years, become exercisable with
        1/3 per year from the year after the
        grant date and are not transferable
        and if employment in the Group is
        terminated, unvested stock
        options/share appreciation



        rights expire immediately and vested
        stock options/share appreciation
        rights after 3 months and the stock
        options will give the right to acquire
        already issued shares and there
        neither be any dilution of the number
        of issued shares nor of the voting
        rights of the issued shares of the
        Company and that the total number of
        stock options and share appreciation
        rights correspond to maximum 950,000
        shares and the grants be given to
        maximum 300 key employees in the Atlas
        Copco Group in accordance with the
        following principles: category 1, CEO,
        22,112 stock options; category 2,
        Business Area Executives 4 employees,
        11,056 stock options/share
        appreciation rights per person;
        category 3, other Group Executives and
        Division Presidents 21 persons, 5,528
        stock options/share appreciation
        rights per person; category 4, key
        employees 274 persons, 2,764 stock
        options/share appreciation rights per
        person; and authorize the Board of
        Directors to decide which employees be
        included in these categories, based on
        position, performance and
        contributions made; and approve that
        the granting to persons from outside
        of Sweden will be based on the
        prerequisites that such grants are
        legally permitted and that the Board
        judges that it can be done with
        reasonable administrative and/or
        financial efforts and that the Board
        Members, except for CEO, are not
        allowed to participate in the stock
        option/share appreciation rights
        plans; and in order to secure that the
        Company can fulfill its commitment
        regarding the delivery of shares for
        the stock options and pay for cash
        settlement of the share appreciation
        rights in accordance with the proposed
        program and also to secure possible
        future cash flow impacts due to social
        fee payments that may be caused by the
        stock options/share appreciation
        rights, approve to: authorize the
        Board to enter into agreement(s) with
        external financial institution(s) to
        the effect that the Company will
        minimize the economic risk caused by a
        change



        in the share price during the term of
        the stock options/share appreciation
        rights and that the availability of
        shares corresponding to the stock
        option contracts entered into is
        secured where the
I.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve to
        change Section 4 of the Articles of
        Association with the effect that the
        difference between Series A shares
        and Series B shares is abolished
        after which all shares shall have
J.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve to
        change the Articles of Association
        with the effect that only one series
        of shares can be issued and that
        conversion of Series B shares to
        Series A shares takes place and
        change the Articles of Association
        with the effect that Series B shares
        can be converted to Series A shares
        and approve, alternative to the
        previous proposal, to authorize the
        Board to formulate a proposal with
        the effect that the problem relating
        to the difference in pricing between
        the two series of shares
K.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Appoint a
        Nomination Committee that consists 3
        to 5 from the Company independent
        members who should represent the
        owners at the meeting and that 1
        member representing the small
        shareholders be part of the Committee
L.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        the nomination process continues in
        such a way that four of the major
        shareholders elect on representative
        each during the fourth quarter of

- -------------------------------------------------------------------------------------------------------
ATLAS COPCO AB                                                                Agenda: 700480899
     CUSIP: W10020134                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: SE0000122467
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Approve the agenda                                            Non-       No Action         *
                                                                     Voting
A.      Approve the profit and loss account                           Mgmt       No Action         *
        and the balance sheet as well as the
        consolidated profit and loss account



        and the consolidated balance sheet
B.      Grant discharge from liability of the                         Mgmt       No Action         *
        Board Members and the President
C.      Approve the allocation of the Company s                       Mgmt       No Action         *
        profit according to the approved
        balance sheet
D.      Approve record day for receiving                              Mgmt       No Action         *
        dividend
E.      Elect nine (9) ordinary Board Members                         Mgmt       No Action         *
        and no Deputies are elected
F.1     Re-elect Mr. Sune Carlsson as the                             Mgmt       No Action         *
        ordinary Board Member
F.2     Re-elect Mr. Jacob Wallenberg as the                          Mgmt       No Action         *
        ordinary Board Member
F.3     Re-elect Mr. Gunnar Brock as the                              Mgmt       No Action         *
        ordinary Board Member
F.4     Re-elect Mr. Staffan Boman as the                             Mgmt       No Action         *
        ordinary Board Member
F.5     Re-elect Mr. Kurt Hellstrom as the                            Mgmt       No Action         *
        ordinary Board Member
F.6     Re-elect Mr. Thomas Leysen as the                             Mgmt       No Action         *
        ordinary Board Member
F.7     Re-elect Mr. Ulla Litzen as the                               Mgmt       No Action         *
        ordinary Board Member
F.8     Re-elect Mr. Anders Ullberg as the                            Mgmt       No Action         *
        ordinary Board Member
F.9     Elect Ms. Grace Reksten Skaugen as                            Mgmt       No Action         *
        the new Member of the Board
G.      Approve the Board remuneration of SEK                         Mgmt       No Action         *
        3,000,000 is decided upon as well as a
        remuneration for Board Committee work
        of SEK 500,000; both sums to be
        distributed in accordance with the
        Board s discretion to the Board
        Members elected by the meeting and not
        employed by the Company
H.      Approve the decision by the meeting                           Mgmt       No Action         *
        on the application for 2004 of the
        2000-2005 Stock Option Plan/Share
        Appreciation Rights Plan
I.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Amend Article 4
        of Articles of Association: the share
        capital shall amount to not less than
        SEK 300,000,000 and not more than SEK
        1,200,000,000; the change is proposed
        to be implemented without granting any
        compensation to the holders of Series
        A shares



J.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Amend Articles
        of Association with the effect that
        only one series of shares can be
        issued and that conversion of Series B
        shares to Series A shares takes place,
        and, alternatively, proposal to change
        the Articles of Association with the
        effect that Series B shares can be
        converted to Series A shares; in
        addition, Hagstromer & Qviberg
        proposes, as an alternative to the
        previous proposal, and authorize the
        Board to formulate a proposal with the
        effect that the problem relating to
        the difference in pricing between the
        two series of shares in the Company
        can be resolved
K.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Appoint a
        Nomination Committee by the meeting
        that should consist of 3 to 5, from
        the Company Independent, Members who
        should represent the owners at the
        meeting
L.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Elect one
        representative each during the fourth
        quarter of each year, and that they,
        under the supervision of the
        Chairman, will formulate a proposal
        for the Board that will be submitted
        to the meeting for decision

- -------------------------------------------------------------------------------------------------------
BILLERUD AB                                                                   Agenda: 700487893
     CUSIP: W16021102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: SE0000862997
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Important market processing                                   Non-       No Action         *
        requirement:  A beneficial owner                             Voting
        signed power of attorney (POA) is
        required in order to lodge and
        execute your voting instructions in
        this market.  Absence of a POA, may
        cause your instructions to be
        rejected.  Should you have any
        questions, please contact your client
        service representative at ADP. Thank
A.      Approve to adopt the income statement                         Mgmt       No Action         *
        and the balance sheet as well as the
        consolidated income statement and
        the consolidated balance sheet



B.      Approve the appropriation of the of                           Mgmt       No Action         *
        the Company s profit according to the
        adopted balance sheet approve a
        dividend of SEK 6.50 per share and
        the record date as 10 MAY 2004
C.      Grant discharge to the Board Members                          Mgmt       No Action         *
        and the CEO from personal liability
        for their administration for the YE
        2003
D.      Approve the number of Board Members                           Mgmt       No Action         *
        at 7
E.      approve that the remuneration to the                          Mgmt       No Action         *
        Board Members amount to SEK 200,000
        per member and SEK 400,000 to the
        person within the Board that is
        appoint by the Chairman and that no
        remuneration be paid to the Board
        Members who are Billerud employees
        and the annual remuneration of the
        Auditors be SEK 1,400,000 to be paid
        by current account
F.1     Re-elect Mr. Ingvar Petersson to the                          Mgmt       No Action         *
        Board
F.2     Re-elect Mr. Bjorn Bjomsson to the                            Mgmt       No Action         *
        Board
F.3     Re-elect Mr. Gunilla Jonson to the                            Mgmt       No Action         *
        Board
F.4     Re-elect Mr. Per Lundberg to the                              Mgmt       No Action         *
F.5     Re-elect Mr. MatsPousett to the Board                         Mgmt       No Action         *
F.6     Re-elect Mr. Meg Tiveus to the Board                          Mgmt       No Action         *
F.7     Re-elect Mr. Bert Ostlund to the                              Mgmt       No Action         *
G.      Amend 3 of the Articles of                                    Mgmt       No Action         *
        Association and approve to change the
        limits for the lowest and the
        highest amount of share capital sot
        that the lowest limit is SEK
        500,000,000 and the highest is SEK
H.      Approve the write down the share                              Mgmt       No Action         *
        capital by SEK 58,212,500 through the
        withdrawal without repayment of
        4,657,000 shares that the Company has
        bought back to transfer the written-
        down amount to a fund to be disposed
        according to the decision by the
        general meeting
I.      Authorize the Board to acquire                                Mgmt       No Action         *
        Billerud shares on stock markets
        where they are listed and that the
        amount of shares acquired shall not
        result in the Company s holdings of



        its own shares exceeding 1/10 of the
        total number of shares in the Company
        to enable an adjustment of the Company s
        capital structure and in the way
        contribute to more effective use of
        the Company s resources; Authority is
        valid until the next AGM
J.      Authorize the Board to transfer                               Mgmt       No Action         *
        Bilerud shares to a third part, with
        deviation from preferential rights for
        shareholders, as payment in connection
        with a Company acquisition and as a
        transaction on the stock exchange in
        order to raise liquid funds for
        payment in connection with a company
        acquisition and that the payment for
        transferred shares be made paid in
        cash and for a transaction other than
        via the stock exchange, through
        contribution of property or set-off,
        or otherwise under additional
        conditions; Authority is valid until
        the next AGM
K.      Approve the write down the share                              Mgmt       No Action         *
        premium reserve by SEK 530,000,000 to
        transfer the written down amount to
        non-resisted equity
L.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: appoint a
        Nomination Committee comprising of
        members who are independent of the
        Company and they shall represent the
        Company s shareholders at the meeting
        and that the representative of smaller
        shareholders be included on the
        Committee
M.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve to
        reject the Swedish Shareholders
        Association s proposal and instead
        that the nomination process be as
        follow: the role of the Nomination
        Committee will be to make proposals to
        the AGM about the composition of the
        Board and the fees to be paid to the
        Board and the Nomination Committee
        shall have 3 members who are
        representatives of 3 of the larger
        shareholders at the end of the 3rd
        quarter and the end of the 3rd quarter
        the Chairman of the Board shall
        contact 3 of the larter shareholders,
        who will than appoint 1 member each
        and the Nomination Committee Members
        will then appoint a Chairman from
        among themselves and



        the names of the members of the
        Nomination Committee will be announced
        in connection with the interim report
        for the 3rd quarter and the Chairman
        of the Board shall assist the
        Nomination Committee and they shall
        have the right to charge the company
        for reasonable costs for employing
        recruitment consultants or similar as
        necessary and the Nomination Committee
        shall report on its activities to the
        AGM, where it will be addressed; and
        appoint the Remuneration Committee and
        the Audit

- -------------------------------------------------------------------------------------------------------
SVENSKA CELLULOSA SCA AB                                                      Agenda: 700464895
     CUSIP: W21376137                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/1/2004            ISIN: SE0000171886
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Approve to adopt income statement and                         Mgmt       No Action         *
        the balance sheet and of the
        consolidated income statement and the
        consolidated balance sheet
B.      Approve the allocation of the Company S                       Mgmt       No Action         *
        earnings as shown in the adopted
        balance sheet and record date for
        dividends
C.      Grant discharge from personal                                 Mgmt       No Action         *
        liability of the Directors and the
        President
D.      Approve to fix the number of                                  Mgmt       No Action         *
        Directors to 7 with no Alternate
        Directors and allocate a sum of SEK
        3,050,000 towards their total
E.1     Elect Mr. Rolf Borjesson as a                                 Mgmt       No Action         *
E.2     Elect Mr. Soren Gyll as a Director                            Mgmt       No Action         *
E.3     Elect Mr. Tom Hedelius as a Director                          Mgmt       No Action         *
E.4     Elect Mr. Sverker Martin-Lof as a                             Mgmt       No Action         *
        Director



E.5     Elect Mr. Anders Nyren as a Director                          Mgmt       No Action         *
E.6     Elect Mr. Indra Asander as a Director                         Mgmt       No Action         *
E.7     Elect Mr. Jan Astrom as a Director                            Mgmt       No Action         *
F.      Approve to determine the number of                            Mgmt       No Action         *
        Auditors and Alternate Auditors and
        their remuneration
G.      Elect Ohrlings PricewaterhouseCoopers                         Mgmt       No Action         *
        AB as the Auditors until the
        conclusion of the AGM in 2008 at an
        agreed remuneration
H.      Authorize the Board of Directors to                           Mgmt       No Action         *
        acquire Company s Class A and/or Class
        B shares on a stock exchange and
        transfer any shares thus acquired
        otherwise than on a stock exchange,
        including transfers that deviate from
        shareholders preferential share
        subscription rights and consideration
        in respect of such transfer may be
        effected otherwise than in cash; and
        acquisition of a maximum of 10% of the
        total number of shares in the Company
        may be effected at a price per share
        within the price interval registered
        on the stock exchange at the time of
        acquisition and the transfer may take
        place at a market value estimated by
        the Board of Directors; Authority
        expires at the conclusion of the AGM
        in 2005
I.      Authorize the Chairman of the Board                           Mgmt       No Action         *
        of Directors to designate a maximum of
        5 of the Company s shareholders to
        appoint one member each and that these
        members shall, together with the
        Chairman of the Board of Directors
        Constitute the Nomination Committee
        for the period until the next AGM and
        that the Committee shall be entitled
        to co-opt one more
J.      Appoint the Audit Committee                                   Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
AKTIEBOLAGET ELECTROLUX                                                       Agenda: 700472614
     CUSIP: W24713120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: SE0000103814
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS



        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Adopt the profit and loss statement                           Mgmt       No Action         *
        and the balance sheet and the
        consolidated profit and loss
        statement and the consolidated
B.      Grant discharge from liability to the                         Mgmt       No Action         *
        Directors and the President
C.      Approve the dispositions in respect                           Mgmt       No Action         *
        of the Company s profit and adopt the
        balance sheet and determine the
        record date for dividend
D.      Approve to determine the number of                            Mgmt       No Action         *
        Directors and the Deputy Directors to
        be elected
E.      Approve to determine the fees SEK of                          Mgmt       No Action         *
        3,750,000 to the Board of Directors
        and the Auditors
F.1     Re-elect Mr. Peggy Bruzelius as a                             Mgmt       No Action         *
        Director
F.2     Re-elect Mr. Thomas Halvorsen as a                            Mgmt       No Action         *
        Director
F.3     Re-elect Mr. Louis R. Hughes as a                             Mgmt       No Action         *
        Director
F.4     Re-elect Mr. Hans Straberg as a                               Mgmt       No Action         *
        Director
F.5     Re-elect Mr. Michael Treschow as a                            Mgmt       No Action         *
        Director
F.6     Re-elect Mr. Karel Vuursteen as a                             Mgmt       No Action         *
        Director
F.7     Re-elect Ms. Barbara Thoralfsoon as a                         Mgmt       No Action         *
        Director
F.8     Elect Mr. Aina Nilsson as a Director                          Mgmt       No Action         *
G.      Approve the resolution on redemption                          Mgmt       No Action         *
        offer
H.      Approve the acquisition of own shares                         Mgmt       No Action         *
I.      Authorize the Board of Directors to                           Mgmt       No Action         *
        transfer of own shares in connection
        with Company acquisitions;  Authority
        expires until he next AGM
J.      Approve the implementation of                                 Mgmt       No Action         *
        Electrolux Performance Share Plan
K.      Approve the transfer of the Company s                         Mgmt       No Action         *
        own shares as a result of the share
        program



L.      Approve the transfer of the Company s                         Mgmt       No Action         *
        own shares as a result of the
        employee stock option programs 1999-
M.      Approve the issue regarding                                   Mgmt       No Action         *
        nomination procedure before general
        meeting of shareholders

- -------------------------------------------------------------------------------------------------------
AKTIEBOLAGET ELECTROLUX                                                       Agenda: 700528168
     CUSIP: W24713120                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/16/2004           ISIN: SE0000103814
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK
1.      Elect the Chairman of the meeting                             Mgmt       No Action         *
2.      Approve the voting list                                       Mgmt       No Action         *
3.      Approve the agenda                                            Mgmt       No Action         *
4.      Elect the two minutes-checkers                                Mgmt       No Action         *
5.      Approve that the meeting has been                             Mgmt       No Action         *
        lawfully convened
6.a     Approve the reduction of the Company s                        Mgmt       No Action         *
        share capital by not more than SEK
        76,652,650 the reduction amount
        through redemption of no more than
        15,330,530 shares for the purpose of
        repayment to the shareholders; each
        redeemed share SEK 200 will be paid of
        which SEK 5 constitutes the par value;
        total payment will be made of no more
        than SEK 3,066,106,000; exact
        redemption amount and the number of
        shares will be made public no later
        than a week before than the General
        Meeting
6.b     Approve the increase of the Company s                         Mgmt       No Action         *
        share capital by no more than SEK
        76,652,650 through subscription for no
        more than 15,330,530 shares with a par
        value of SEK 5 per share; exact
        increased share capital and the number
        of new shares will be made public no
        later than a week before the General
        Meeting; Svenska



        Handelsbanken AB the Bank shall
        subscribe for the new shares with
        deviation from the shareholders
        preferential rights and the
        subscription for the new shares shall
        be made on subscription list no later
        than 21 JUN 2004 and a price of SEK 5
        per share shall be paid in cash for
        the subscribed shares in connection
        with the subscription in subject to
        the Article of Association s
        reservation on reduction in accordance
        with the Section 8 of the Swedish
        Companies Act
6.c     Approve the reduction of the Company s                        Mgmt       No Action         *
        share capital by not more than SEK
        76,652,650 the reduction amount
        through redemption of not more than
        15,330,530 shares and amount
        corresponding to the reduction amount
        shall be transferred to the statutory
        reserve for the purpose of repayment
        to the shareholder the bank and to
        make the transfer to the statutory
        reserve of an amount corresponding to
        the reduction amount funds from
        non-restricted equity will be used and
        the redemption shall be effectuated
        immediately after registration of the
        new shares issued in accordance with
        Section B; exact share redemption
        amount and the number of shares will
        be made public no later than week
        before the General Meeting and the
        redemption price shall be paid for
        each redeemed share in the amount of
        SEK 5 adjusted as per the day of
        redemption with an interest rate
        corresponding to STIBOR 30 days plus
        0.05 percentage points calculated from
        the day of payment of the subscription
        price of the shares
7.      Closing of the meeting                                        Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SKANDINAVISKA ENSKILDA BANKEN                                                 Agenda: 700463540
     CUSIP: W25381141                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/1/2004            ISIN: SE0000148884
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN



        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Opening of the Meeting                                        Mgmt       No Action         *
10.     Receive the information regarding                             Mgmt       No Action         *
        principles for compensation,
        including employee stock option
        programmes, applied by SEB
11.     Adopt the Profit and Loss Account and                         Mgmt       No Action         *
        Balance Sheet as well as the
        Consolidated Profit and Loss Account
        and Consolidated Balance Sheet
12.     Allocate the Bank s profit as shown                           Mgmt       No Action         *
        in the Balance Sheet adopted by the
        Meeting
13.     Discharge from liability of the                               Mgmt       No Action         *
        Members of the Board of Directors and
        the President
14.     Determine the number of Directors and                         Mgmt       No Action         *
        Deputy Directors to be elected by
        the Meeting
15.     Determine the number of Auditors and                          Mgmt       No Action         *
        Deputy Auditors to be elected by the
        Meeting
16.     Approve the remuneration to the                               Mgmt       No Action         *
        Directors and Auditors elected by the
        Meeting
17.     Elect the Directors and Deputy                                Mgmt       No Action         *
        Directors
18.     Elect the Auditors and Deputy                                 Mgmt       No Action         *
19.     Decide on a Nomination Committee                              Mgmt       No Action         *
2.      Election of Chairman for the Meeting                          Mgmt       No Action         *
20.     Approve employee stock option                                 Mgmt       No Action         *
        programme for 2004
21.a    Approve the acquisition of the Bank s                         Mgmt       No Action         *
        own shares in its securities
21.b    Approve the acquisition and sale of                           Mgmt       No Action         *
        the Bank s own shares on the stock
        exchange for employee stock option
        programmes
21.c    Approve the sale of the Bank s own                            Mgmt       No Action         *
        shares to holders of employee stock
        options
22.     Appoint Auditors of foundations that                          Mgmt       No Action         *
        have delegated their business to the
        Bank



22.d    Approve the acquisition of the Bank s                         Mgmt       No Action         *
        own shares to create possibilities
        for the improvement of the capital
        structure of the Bank
23.     Closing of the Meeting                                        Mgmt       No Action         *
3.      Preparation and approval of the list                          Mgmt       No Action         *
        of voters
4.      Approve the agenda                                            Mgmt       No Action         *
5.      Elect two persons to check the                                Mgmt       No Action         *
        minutes of the Meeting together with
        the Chairman
6.      Determine whether the Meeting has                             Mgmt       No Action         *
        been duly convened
7.      Receive the presentation of the                               Mgmt       No Action         *
        Annual Report and the Auditors
        Report as well as the Consolidated
        Accounts and the Auditors Report on
        the consolidated accounts
8.      Receive the information concerning                            Mgmt       No Action         *
        the work and function of the Board
        including its committees (Credit
        Committee, Audit & Compliance
        Committee and Compensation Committee)
9.      Receive the speech by the President                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
ENIRO AB                                                                      Agenda: 700460861
     CUSIP: W2547B106                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: SE0000718017
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the meeting                                        Non-       No Action         *
                                                                     Voting
A.      Approve the profit and loss account                           Mgmt       No Action         *
        and the balance sheet together with
        Group profit and loss account and the
        Group balance sheet
B.      Approve the appropriation of profits                          Mgmt       No Action         *
        of the Company in accordance with the
        approved balance sheet
C.      Grant discharge of liability for the                          Mgmt       No Action         *
        Members of the Board of Directors and
        the Managing Director
D.      Approve to determine the number of                            Mgmt       No Action         *
        Members and the Deputy Members of the
        Board of Directors to be elected by
        the meeting
E.      Elect the Members of the Board of                             Mgmt       No Action         *
        Directors and any Deputy Members of
        the Board of Directors
F.      Approve to determine the Board of                             Mgmt       No Action         *
        Directors fee



G.      Elect the Auditors                                            Mgmt       No Action         *
H.      Approve to determine the Auditors                             Mgmt       No Action         *
I.      Approve the resolution concerning the                         Mgmt       No Action         *
        use of non-restricted reserves
J.      Approve the resolution concerning the                         Mgmt       No Action         *
        redemption plan
K.      Authorize the Board of Directors to                           Mgmt       No Action         *
        acquire own shares
L.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Appoint a
        Nomination Committee
M.      Other matters                                                Other       No Action         *

- -------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON                                                       Agenda: 700464794
     CUSIP: W26049119                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/6/2004            ISIN: SE0000108656
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Approve the profit and loss statement                         Mgmt       No Action         *
        and the balance sheet, the
        consolidated profit and loss
        statement and the consolidated
        balance sheet for the Group
B.      Grant discharge to the members of the                         Mgmt       No Action         *
        Board of Directors and the President
        from their liability
C.      Approve the determination of the                              Mgmt       No Action         *
        appropriation of the loss in
        accordance with the approved balance
        sheet
D.      Approve to determine the number of                            Mgmt       No Action         *
        Members and the Deputy Members of the
        Board of Directors;  the number of
        Board members be 9 without deputy
        Board Members
E.      Approve to determine the fee payable                          Mgmt       No Action         *
        to the Board of Directors;  the fee
        to the Board of Directors be maximum
        SEK 8 million to be distributed by



        the Board of Directors among its
F.1     Re-elect Mr. Peter L. Bonfield as a                           Mgmt       No Action         *
        Board Member
F.2     Re-elect Mr. Sverker Martin-Lof as a                          Mgmt       No Action         *
        Board Member
F.3     Re-elect Mr. Arne Martensson as a                             Mgmt       No Action         *
        Board Member
F.4     Re-elect Mr. Eckhard Pfeiffer as a                            Mgmt       No Action         *
        Board Member
F.5     Re-elect Mr. Carl-Henric Svanberg as                          Mgmt       No Action         *
        a Board Member
F.6     Re-elect Ms. Lena Torell as a Board                           Mgmt       No Action         *
        Member
F.7     Re-elect Mr. Michael Treschow och                             Mgmt       No Action         *
        Marcus Wallenberg as a Board Member
F.8     Elect Ms. Nancy McKinstry as a Board                          Mgmt       No Action         *
        Member
G.      Determine the fee payable to the                              Mgmt       No Action         *
        Auditors
H.      Elect Mr. Peter Clemedtson,                                   Mgmt       No Action         *
        OhrlingsPricewaterhouseCoopers, as
        the Auditor and Mr. Robert Barnden,
        OhrlingsPricewaterhouseCoopers, as
        the Deputy Auditor for the remaining
        mandate period up to and including
        the AGM in 2007
I.      Elect Mr. Bengt Belfrage, Mr.                                 Mgmt       No Action         *
        Christer Elmehagen, Mr. Anders Nyren,
        Mr. Bjorn Svedberg and Mr. Och Michael
        Treschow as a members of the
        Nomination Committee until the end of
        the AGM in 2005; and approve that no
        fee is to be paid to the Nomination
        Committee for this period
J.      Approve the Long Term Incentive Plan                          Mgmt       No Action         *
        2004 LTI 2004, for senior Managers
        and other key contributors and include
        23,500,000 shares of Series B to be
        added to the SPP 2003, which will
        apply during the second half of the
        already initiated 24 month
        contribution period under the plan
K.      Authorize the Board of Directors to                           Mgmt       No Action         *
        examine whether the performance
        matching under LTI 2004 is reasonable
        considering the Company s financial
        results and position, conditions on
        the stock market and other
        circumstances, and if not reduce the
        number of performance shares to be
        matched under LTI 2004 to the lower
        number of shares deemed appropriate by
        the Board of Directors



L.      Amend one parameter of the SPP 2003                           Mgmt       No Action         *
        to remove the SEK 50,000 annual
        restriction on individual
        contributions and investment in
        shares, while retaining the 7.5% of
        annual salary as the maximum
M.      Approve to transfer of own shares up                          Mgmt       No Action         *
        to 24,600,000 shares of series B
        23,5000 shares related to LTI 2004 and
        1,100,000 shares to SPP 2003, to such
        persons within the Ericsson Group
        covered by the terms and conditions
        for the SPP 2003 and LTI 2004, for
        free consideration until 15 NOV 2004;
        and authorize the Ericsson to transfer
        of up to 4,90,000 shares of series B,
        out of the holdings of 24,600,000
        shares, in order to cover certain
        payments, mainly social security
        payments 4,700,000 shares are related
        to LTI 2004 and 200,000 shares to SPP
        2003, prior to the AGM in 2005;
        transfer of the shares effected at
        Stockholmsborsen at a price within
        the, at each time, registered price
        interval for the
N.      Authorize the Ericsson the transfer                           Mgmt       No Action         *
        of own shares, up to a maximum of
        55,780,565 shares of series B or the
        lower number of shares of series B,
        which as per 06 APR 2004, remains of
        the orginal total holding of
        57,000,000 shares, for the purpose of
        covering certain payments, primarily
        social security charges that may
        occur in relation to the Company s
        Global Stock Incentive Program 2001
        and SPP 2003
O.      Approve the equal voting rights for                           Mgmt       No Action         *
        shares of series A and series B
        without compensation to the holders
        of shares of series A

- -------------------------------------------------------------------------------------------------------
HENNES & MAURITZ AB H&M, STOCKHOLM                                            Agenda: 700480457
     CUSIP: W41422101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: SE0000106270
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Elect the Chairman of the meeting                             Non-       No Action         *
                                                                     Voting
A.      Approve and adopt the profit and loss                         Mgmt       No Action         *
        account and the balance sheet as
        well as the consolidated profit and
        loss account and the consolidated
        balance sheet



B.      Approve the allocation of the Company s                       Mgmt       No Action         *
        profits according to the adopted
        balance sheet
C.      Grant release from the liability for                          Mgmt       No Action         *
        the Members of the Board of Directors
        and the Managing Director
D.      Approve the determination of 7                                Mgmt       No Action         *
        Members of the Board of Directors and
        2 alternate Members
E.      Approve the fees to the Board of                              Mgmt       No Action         *
        Directors of SEK 3,900,000 to be
        divided between the Members, there
        will be no fees to the Members
        employed by the Company and fees to
        the Auditors is paid on an open
        accounts basis
F.1     Re-elect Mr. Fred Andersson as a                              Mgmt       No Action         *
        Member of the Board of Directors
F.2     Re-elect Mr. Werner Hofer as a Member                         Mgmt       No Action         *
        of the Board of Directors
F.3     Re-elect Mr. Sussi Kvart as a Member                          Mgmt       No Action         *
        of the Board of Directors
F.4     Re-elect Mr. Bo Lundquist as a Member                         Mgmt       No Action         *
        of the Board of Directors
F.5     Re-elect Mr. Stig Nordfelt as a                               Mgmt       No Action         *
        Member of the Board of Directors
F.6     Re-elect Mr. Stefan Persson as a                              Mgmt       No Action         *
        Member of the Board of Directors
F.7     Re-elect Mr. Melker Schorling as a                            Mgmt       No Action         *
        Member of the Board of Directors
F.8     Re-elect Mr. Jan Jacobsen as an                               Mgmt       No Action         *
        Alternate Member of the Board of
        Directors
F.9     Re-elect Mr. Rolf Eriksen as an                               Mgmt       No Action         *
        Alternate Member of the Board of
        Directors
G.1     PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Appoint the
        Nomination Committee and approve the
        Committee of 3 to 5 persons who are
        independent of the Company and who
        represent the Company s shareholders
        at general meetings, a representative
        for the minority shareholders should
        be a Member of the Committee
G.2     Approve that the nomination procedure                         Mgmt       No Action         *
        provides that the majority
        shareholders appoint 4 Members at the
        end of the third quarter with the
        Chairman of the Board of Directors as
        the convener



H.1     PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Approve to
        instruct the Board of Directors to
        form a Compensation Committee
H.2     Authorize the Board of Directors to                           Mgmt       No Action         *
        take decisions on all compensation
        issue in the Company
I.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Approve to
        instruct the Board of Directors to
        appoint an Audit Committee

- -------------------------------------------------------------------------------------------------------
GAMBRO AB                                                                     Agenda: 700471698
     CUSIP: W4325F101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/13/2004           ISIN: SE0000164485
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Opening of the AGM                                            Mgmt       No Action         *
10.     Discharge the members of the Board of                         Mgmt       No Action         *
        Directors and the President from
        personal liability for the fiscal
11.     Determine the number of Board members                         Mgmt       No Action         *
        be set at nine with no Deputy
12.     Approve the fee to the Board in a                             Mgmt       No Action         *
        fixed amount of SEK 3,950,000 for
        distribution among those members
        elected by the AGM who are not
        employees of the Company
13.     Approve the fee to Auditors to be                             Mgmt       No Action         *
        paid as per invoice during the period
        up to the next AGM
14.1    Re-elect Mr. Claes Dahlback as a                              Mgmt       No Action         *
        Director
14.2    Re-elect Ms. Sandra Austin Crayton as                         Mgmt       No Action         *
        a Director
14.3    Re-elect Mr. Wilbur H Gantz as a                              Mgmt       No Action         *
        Director
14.4    Re-elect Mr. Peter H Grassmann as a                           Mgmt       No Action         *
        Director
14.5    Re-elect Mr. Juha P Kokko as a                                Mgmt       No Action         *



14.6    Re-elect Mr. Soren Mellstig as a                              Mgmt       No Action         *
        Director
14.7    Re-elect Mr. Hakan Mogren as a                                Mgmt       No Action         *
14.8    Re-elect Ms. Lena Torell as a                                 Mgmt       No Action         *
14.9    Elect Ms. Adine Grate Axen as a                               Mgmt       No Action         *
        Director
15.     Elect Deputy Auditors, Mr. Hakan                              Mgmt       No Action         *
        Malmstrom and Ms. Anna Hesselman, for
        the remaining mandate period up to
        and including the AGM 2007
16.     Approve Gambro Group s long-term                              Mgmt       No Action         *
        Incentive Plans
17.     Authorize the Board to decide on                              Mgmt       No Action         *
        purchase and sale of the Company s
        own shares, including authority for
        the Board to decide on purchase at
        the Stockholm Stock Exchange, or
        through an offer to purchase to all
        shareholders, and to decide on
        disposition, by derogation from the
        shareholders preemptive rights,
        through sale at the Stockholm Stock
        Exchange for the purpose of financing
        an acquisition or through transfer
        to a third party in connection with
        acquisitions for consideration in a
        form other than money
18.     Request from Amnesty Business Group                           Mgmt       No Action         *
        regarding policy document on human
        rights
19.     Closure of Meeting                                            Mgmt       No Action         *
2.      Elect the Chairman for the meeting                            Mgmt       No Action         *
3.      Prepare and adopt the Voting Register                         Mgmt       No Action         *
4.      Approve the agenda                                            Mgmt       No Action         *
5.      Determine whether the meeting has                             Mgmt       No Action         *
        been properly convened
6.      Elect two Minutes Checkers                                    Mgmt       No Action         *
7.      Receive the presentation of the                               Mgmt       No Action         *
        annual report and the Auditors
        report, the consolidated financial
        report and the Auditors report on
        the consolidated financial report,
        and the report by the President and
8.      Adopt the income statement and                                Mgmt       No Action         *
        balance sheet and the consolidated
        income statement and consolidated
        balance sheet



9.      Approve the disposition of the                                Mgmt       No Action         *
        Company s profit as shown in the
        balance sheet adopted by the meeting
        and the determination of the record
        date for the dividend

- -------------------------------------------------------------------------------------------------------
MODERN TIMES GROUP AB                                                         Agenda: 700497806
     CUSIP: W56523116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: SE0000412371
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP. THANK
A.      Adopt the income statement and the                            Mgmt       No Action         *
        balance sheet and the consolidated
        income statement and the consolidated
        balance sheet
B.      Approve the Company s unappropriated                          Mgmt       No Action         *
        earnings or accumulated losses as
        stated in the adopted balance sheet
C.      Grant discharge from liability to the                         Mgmt       No Action         *
        Members of the Board of Directors
        and the Managing Director
D.      Approve to determine the number of                            Mgmt       No Action         *
        Members and the Deputy Members of the
        Board of Directors and the number of
        Auditors and the Deputy Auditors
E.      Approve to determine the fees of the                          Mgmt       No Action         *
        Members of the Board of Directors and
        the Auditors
F.1     Re-elect Mr. Asger Aamund as a Member                         Mgmt       No Action         *
        of the Board of Directors
F.2     Re-elect Mr. David Chance as a Member                         Mgmt       No Action         *
        of the Board of Directors
F.3     Re-elect Mr. Lars-Johan Jarnheimer as                         Mgmt       No Action         *
        a Member of the Board of Directors
F.4     Re-elect Ms. Cristina Stenbeck as a                           Mgmt       No Action         *
        Member of the Board of Directors
F.5     Re-elect Mr. Pelle Tornberg as a                              Mgmt       No Action         *
        Member of the Board of Directors
F.6     Elect Mr. Nick Humby as a Member of                           Mgmt       No Action         *
        the Board of Directors
F.7     Elect Mr. David Marcus as a Member of                         Mgmt       No Action         *
        the Board of Directors



G.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Elect a
        Nomination Committee
H.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Authorize the
        Board of Directors to elect a
        Remuneration Committee
I.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDERS PROPOSAL: Authorize the
        Board of Directors to elect an Audit
        Committee

- -------------------------------------------------------------------------------------------------------
NORDEA BANK AB                                                                Agenda: 700457460
     CUSIP: W57996105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: SE0000427361
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve to amend the Articles of                              Mgmt       No Action         *
        Association and thereby to reduce the
        mandate period for the Board Members
        from 2 years to 1 year
2.      Approve: to reduce the share capital                          Mgmt       No Action         *
        corresponding to the repurchased own
        shares held by Nordea AB Publ,
        81,608,500 shares, through retirement,
        without repayment, of those shares;
        the amount of the reduction, EUR
        32,343,080.72 be transferred to funds
        to be used according to a decision by
        a General Meeting of shareholders; and
        that the share capital will amount to
        EUR 1,128,117,742.40 after the
        reduction
3.      Approve: in order to contribute to a                          Mgmt       No Action         *
        more efficient utilization of the
        Company s resources, to renew the
        authorization until the next AGM to
        repurchase up to 10% of the shares in
        the Company on a stock exchange where
        the Company s shares are listed, or by
        means of an acquisition offer directed
        to all shareholders in the Company;
        that the acquisition of shares on a
        stock exchange may



        only be made within the price interval
        registered at any time on the stock
        exchange in question, by which is
        meant the interval between the highest
        purchase price and lowest selling
        price; and that the acquisition of
        shares according to an acquisition
        offer directed towards all
        shareholders may be made at a price
        highest corresponding to the stock
        exchange share price at the time of
        the offer with an addition of
4.      Approve that Nordea until the next                            Mgmt       No Action         *
        AGM on an ongoing basis be able to
        purchase own shares, up to 30% of all
        shares in the Company, to facilitate
        its securities business; and that
        the Company s total holding of own
        shares, including own shares
        purchased in the securities business,
        does not exceed 10% of the total
        number of shares in the Company

- -------------------------------------------------------------------------------------------------------
NORDEA BANK AB                                                                Agenda: 700405625
     CUSIP: W57996105                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/22/2003          ISIN: SE0000427361
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend the Company s Articles of                               Mgmt       No Action         *
        Association

- -------------------------------------------------------------------------------------------------------
SANDVIK AB                                                                    Agenda: 700487879
     CUSIP: W74857165                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/6/2004            ISIN: SE0000667891
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Adopt the income statement and the                            Mgmt       No Action         *
        balance sheet, as well as the
        consolidated income statement and the
        balance sheet
B.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors and the President
        from their liability for the fiscal
        year



C.      Approve a dividend for the fiscal                             Mgmt       No Action         *
        2003 of SEK 10.50 per share with 11
        MAY 2004 proposed as the record date
        for payment of the dividend
D.      Approve to determine 8 Board Members                          Mgmt       No Action         *
        and no deputy Members
E.      Approve to determine the remuneration                         Mgmt       No Action         *
        for the Board is proposed in that the
        Chairman receives SEK 975,000 and
        other Board members who are not
        employed by the Company shall each
        receive SEK 325,000 plus a fee for
        committee work of not more than SEK
        200,000 to be distributed as decided
        by the Board between the Board members
        who are included in committees
        established by the Board
F.1     Re-elect Mr. George Ehnrooth as a                             Mgmt       No Action         *
        Board member
F.2     Re-elect Mr. Clas Ake Hedstrom as a                           Mgmt       No Action         *
        Board member
F.3     Re-elect Mr. Sigrun Hjelmquist as a                           Mgmt       No Action         *
        Board member
F.4     Re-elect Mr. Egil Mycklebust as a                             Mgmt       No Action         *
        Board member
F.5     Re-elect Mr. Arne Martensson as a                             Mgmt       No Action         *
        Board member
F.6     Re-elect Mr. Lars Nyberg as a Board                           Mgmt       No Action         *
        member
F.7     Re-elect Mr. Anders Nyren as a Board                          Mgmt       No Action         *
        member
F.8     Re-elect Mr. Lars Pettersson as a                             Mgmt       No Action         *
        Board member
G.      Amend the Articles of Association so                          Mgmt       No Action         *
        that the lowest number of the
        Auditors be one instead of two and
        that a Deputy Auditor not be
        obligatory, and Section 8 of the
        Articles of Association
H.      Approve the decision on the number of                         Mgmt       No Action         *
        Auditors and the Deputy Auditors
I.      Approve the fees to be paid to the                            Mgmt       No Action         *
        Auditors
J.      Elect Public Accountant Bernhard Ohrn                         Mgmt       No Action         *
        as the Auditor and the Public
        Accountants George Pettersson and
        joakim Thilstedt as the Deputy
K.      Approve that, one representative of                           Mgmt       No Action         *
        each of the four largest
        shareholders, who may not be members
        of thw Board of the Company shall



        jointly with the Board Chairman
        constitute the nominating committee
        for the period up to the end of the
L.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Elect the
        Nominating Committee comprising of
        three to five persons independent of
        the Company and represent the Company
M.      Authorize the Board of Directors to                           Mgmt       No Action         *
        decide on the purchase of the Company s
        own shares, prior to the next AGM up
        to a maximum number of shares that the
        Company s holding at any given time
        does not exceed 10% of all the shares
        of the Company, the buy-back shall be
        effected on Stockholmsborsen Stockholm
        Exchange and a step toward adjusting
        the Company s capital structure in
        accordance with established financial
        objectives

- -------------------------------------------------------------------------------------------------------
SECURITAS AB                                                                  Agenda: 700465607
     CUSIP: W7912C118                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/6/2004            ISIN: SE0000163594
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Approve to adopt the statement of                             Mgmt       No Action         *
        income and the balance sheet and the
        consolidated statement of income and
        the consolidated balance sheet as per
        31 DEC 2003
B.      Approve the appropriation of the                              Mgmt       No Action         *
        Company s profit according to the
        adopted balance sheet and approve the
        dividend of SEK 2.00 per share
C.      Approve the record date for the                               Mgmt       No Action         *
        dividend at 13 APR 2004
D.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors and the Managing Director
        from the liability for the FY 2003
E.      Approve the establishment of the                              Mgmt       No Action         *
        number of Board Members to 8 and the
        Deputy Members of the Board of
        Directors



F.      Approve the establishment of fees of                          Mgmt       No Action         *
        SEK 3,000,000 to the Board of
        Directors and the accounting firm fee
        on current account
G.1.1   Re-elect Mr. Thomas Berglund as a                             Mgmt       No Action         *
        Member of the Board of Directors
G.1.2   Re-elect Mr. Annika Bolin as a Member                         Mgmt       No Action         *
        of the Board of Directors
G.1.3   Re-elect Mr. Carl Douglas as a Member                         Mgmt       No Action         *
        of Board of the Directors
G.1.4   Re-elect Mr. Gustaf Douglas as a                              Mgmt       No Action         *
        Member of Board of the Directors
G.1.5   Re-elect Mr. Anders Frick as a Member                         Mgmt       No Action         *
        of Board of the Directors
G.1.6   Re-elect Mr. Berthold Lindquist as a                          Mgmt       No Action         *
        Member of Board of the Directors
G.1.7   Re-elect Mr. Fredrik Palmstierna as a                         Mgmt       No Action         *
        Member of Board of the Directors
G.1.8   Re-elect Mr. Melker Schorling as a                            Mgmt       No Action         *
        Member of Board of the Directors
G.2     Re-elect the registered public                                Mgmt       No Action         *
        accounting firm PricewaterhouseCoopers
        AB, Stockholm, with authorized Public
        Accountant Mr. Goran Tidstrom as
        representative of the accounting firm,
        for 4 years
H.      Re-elect Mr. Gustaf Douglas and Mr.                           Mgmt       No Action         *
        Melker Schorling as the Members of
        the Nomination Committee in respect
        of the AGM in 2005

- -------------------------------------------------------------------------------------------------------
SKANDIA INSURANCE AB                                                          Agenda: 700474480
     CUSIP: W80217107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: SE0000113094
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the meeting                                        Non-       No Action         *
                                                                     Voting
A.      Approve the profit and loss account                           Mgmt       No Action         *
        and the balance sheet and
        consolidated profit and loss account
        and the consolidated balance sheet
B.      Approve the appropriation of the                              Mgmt       No Action         *
        Company s profits in accordance with
        the adopted balance sheet and fix the
        record date for payment of a
C.      Grant discharge to the Directors and                          Mgmt       No Action         *
        the President from liability for
        their administration during the FY
D.      Approve the Directors fees                                    Mgmt       No Action         *



E.      Approve the number of Directors be                            Mgmt       No Action         *
        elected by the meeting
F.      Elect the Directors                                           Mgmt       No Action         *
G.      Approve the Auditors fees                                     Mgmt       No Action         *
H.      Elect Mr. Goran Engquist and Mr.                              Mgmt       No Action         *
        Svante Forsbert, both authorized
        Public Accountants at Deloitte &
        Touche AB, as the Auditors
I.      Elect Mr. Gunnar Abrahamson and Mr.                           Mgmt       No Action         *
        Hans Stenbert, both authorized Public
        Accountants at Deloitte & Touche AB,
        as the Alternate Auditors
J.1     Approve that the Nominating Committee                         Mgmt       No Action         *
        consist of 5 members and that the
        Committee includes a representative
        of the minor shareholders and approve
        its remuneration
J.2     PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        the Nominating Committee should
        consist of three to five persons
        independent from the Company, elected
        by the General Meeting and
        representing the owners of the
        Company, and including representative
K.      Amend Article 6, first paragraph of                           Mgmt       No Action         *
        Article 10 and second paragraph of
        Article 13 of the Articles of
        Association
L.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Authorize the
        Board to enroll all policyholders of
        Skandia as the members of Sveriges
        Forsakringssparares Riksorganisation
        Swedish Insurance Savings
        Policyholders Association and pay the
        costs for such memberships through an
        addition to management expenses on the
        insurance policies
M.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that: 1)
        no secret agreements be made with
        Directors, but that everything, even
        decisions made through arbitration be
        available to the shareholders; 2) if
        agreements have been made prior to the
        AGM, such agreements be cancelled with
        respect to the confidentiality
        clauses; and 3) the previous
        investigation of Skandia needs to be
        complemented, especially with respect
        to Mr. Bengt Braun s and Mr. Lars
        Ramqvist s liability and that a new



        investigation review the affair
        historically and up to the 2004 AGM

- -------------------------------------------------------------------------------------------------------
SKANDIA INSURANCE AB                                                          Agenda: 700447091
     CUSIP: W80217107                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 1/28/2004           ISIN: SE0000113094
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the meeting                                        Non-       No Action         *
                                                                     Voting
A.      Approve to elect six Directors at the                         Mgmt       No Action         *
        meeting
B.1     Elect Mr. Bjorn Bjornsson as a                                Mgmt       No Action         *
        Director for the period through the
        2004 AGM
B.2     Elect Mr. Leif Victoria as a Director                         Mgmt       No Action         *
        for the period through the 2004 AGM
B.3     Elect Mr. Eero Heliovarra as a                                Mgmt       No Action         *
        Director for the period through the
        2004 AGM
B.4     Elect Dr. Oonagh as a Director for                            Mgmt       No Action         *
        the period through the 2005 AGM
B.5     Elect Mr. Clas Reuterskiold as a                              Mgmt       No Action         *
        Director for the period through 2005
        AGM
C.      Elect Mr. Bertel Enlund, Authorized                           Mgmt       No Action         *
        Public Accountant, Ernst & Young as
        the Auditor for the period through
        the 2004 AGM

- -------------------------------------------------------------------------------------------------------
SKANSKA AB                                                                    Agenda: 700461762
     CUSIP: W83567110                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: SE0000113250
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Approve to adopt the income                                   Mgmt       No Action         *
        statement, balance sheet, the
        consolidated income sheet and the
        consolidated balance sheet
B.      Approve the Board motion regarding                            Mgmt       No Action         *
        the disposition of the Company s



        profit to pay as dividend of SEK 3.00
        per share to the shareholders for FY
        2003 as shown in the adopted balance
        sheet, and determination of the
        record date for payment of the
C.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board and the President from
        liability for the FY
D.      Approve the number of Board Members                           Mgmt       No Action         *
        and no Deputy Members to be elected
        by the meeting
E.      Approve the fees to the Board of                              Mgmt       No Action         *
        Directors amounting to SEK 3,500,000
        plus a special appropriation of SEK
        500,000 for the committee work to be
        divided among the Members of the Board
        who are elected by the meeting and who
        are not employees of the Company and
        the fee to the Auditors be paid in the
        amount shown on approved invoices as
        specified
F.1     Re-elect Mr. Roger Flanagan as a                              Mgmt       No Action         *
        Board Member
F.10    PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Elect Mr. Lena
        Nyberg as a Board Member
F.2     Re-elect Mr. Ulrike Franeka as a                              Mgmt       No Action         *
        Board Member
F.3     Re-elect Mr. Jane Garwy as a Board                            Mgmt       No Action         *
        Member
F.4     Re-elect Mr. Stuart Graham as a Board                         Mgmt       No Action         *
        Member
F.5     Re-elect Mr. Soren Cyll as a Board                            Mgmt       No Action         *
        Member
F.6     Re-elect Mr. Finn Johnsson as a Board                         Mgmt       No Action         *
        Member
F.7     Re-elect Mr. Severker Martin-Lof as a                         Mgmt       No Action         *
        Board Member
F.8     Re-elect Mr. Ame Martensson as a                              Mgmt       No Action         *
        Board Member
F.9     Re-elect Mr. Anders Nyren as a Board                          Mgmt       No Action         *
        Member
G.      Approve the mandate to the Chairman                           Mgmt       No Action         *
        of the Board to select one
        representative from each of the five
        largest shareholders who are not the
        Members of the Board and who,
        together with the Chairman of the
        Board, shall constitute the
        Nominating Committee for the period
H.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that
        the AGM shall be held alternately in



        Gothenburg, Malmo and Stockholm
I.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that the
        Skanska s Board of Directors instructs
        Skanska s President to present prior
        to 01 JUL 2004, an action plan for how
        to lead the

- -------------------------------------------------------------------------------------------------------
SVENSKA KULLAGERFABRIKEN SKF AB                                               Agenda: 700469174
     CUSIP: W84237143                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: SE0000108227
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Approve the matter of adoption of the                         Mgmt       No Action         *
        income statement and the balance
        sheet and the consolidated income
        statement and the consolidated
B.      Approve the distribution of the                               Mgmt       No Action         *
        profits and the dividend for the FY
        2003 of SEK 10.00 per share for the
        shareholders with holding recorded on
        23 APR 2004 and the payment date is
        on 28 APR 2004
C.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board and the President from the
        liability
D.      Approve to elect 8 ordinary Board                             Mgmt       No Action         *
        Members and no deputy Members
E.      Approve the allotment of SEK                                  Mgmt       No Action         *
        2,350,000, variable allotment
        corresponding to the value equal to
        800 Company shares of series B for
        the Chairman and 300 shares of series
        B for the other Board Members and an
        allotment of Committee work of SEK
        150,000  as the fee for the Board of
        Directors until the next AGM
F.      Approve the Auditor fee as in the                             Mgmt       No Action         *
        invoice
G.1     Re-elect Mr. Anders Scharp as a Board                         Mgmt       No Action         *
        Member
G.2     Re-elect Mr. Soren Gyll as a Board                            Mgmt       No Action         *
        Member



G.3     Re-elect Mr. Vito H. Baumgartner as a                         Mgmt       No Action         *
        Board Member
G.4     Re-elect Mr. Ulla Litzen as a Board                           Mgmt       No Action         *
        Member
G.5     Re-elect Mr. Philip N. Green as a                             Mgmt       No Action         *
        Board Member
G.6     Re-elect Mr. Clas Ake Hedstrom as a                           Mgmt       No Action         *
        Board Member
G.7     Re-elect Mr. Tom Johnstone as a Board                         Mgmt       No Action         *
        Member
G.8     Elect Mr. Winnie Kin Wah Fok as a                             Mgmt       No Action         *
        Board Member
H.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Elect the
        Nomination Committee consisting of 3
        to 5 from the Company free standing




                                                                        
- -------------------------------------------------------------------------------------------------------
SSAB SWEDISH STEEL                                                            Agenda: 700477878
     CUSIP: W8615U124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: SE0000171100
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Elect Mr. Sven Unger as the Chairman                          Non-       No Action         *
        of the meeting                                               Voting
A.      Adopt the profit and loss account and                         Mgmt       No Action         *
        the balance sheet, as well as the
        consolidated profit and loss account
        and the consolidate balance sheet
B.      Approve the disposition of the                                Mgmt       No Action         *
        Company s profits in accordance with
        the adopted balance sheet
C.      Approve the record date for dividends                         Mgmt       No Action         *
D.      Grant discharge to the Members of the                         Mgmt       No Action         *
        Board of Directors and the President
        from liabilities
E.      Approve the number of Members of the                          Mgmt       No Action         *
        Board of Directors at 8
F.      Approve the fees of the Board of                              Mgmt       No Action         *
        Directors at SEK 2.1 million and the
        Auditors fees according to the
G.1     Re-elect Mr. Anders G. Carlberg as                            Mgmt       No Action         *
        the Board Member
G.2     Re-elect Mr. Per-Olof Eriksson as the                         Mgmt       No Action         *
        Board Member
G.3     Re-elect Mr. Sverker Martin-Lof as                            Mgmt       No Action         *
        the Board Member
G.4     Re-elect Mr. Marianne Nivert as the                           Mgmt       No Action         *
        Board Member
G.5     Re-elect Mr. Anders Nyren as the                              Mgmt       No Action         *
        Board Member



G.6     Re-elect Mr. Anders Ullberg as the                            Mgmt       No Action         *
        Board Member
G.7     Elect Mr. Carl Bennet as the Board                            Mgmt       No Action         *
        Member
G.8     Elect Mr. Matti Sundberg as the Board                         Mgmt       No Action         *
        Member
H.      Authorize the Chairman of the Board                           Mgmt       No Action         *
        of Directors, during the fourth
        quarter, to: approve the appointment
        by the largest shareholders of 4
        persons who are not the Members of the
        Board of Directors who, together with
        the Chairman of the Board constitute a
        Nomination Committee and publish the
        composition of the Committee in
        conjunction with the Company s report
        for the third quarter and that the
        Members of the Nomination Committee
        receive no fees and that any costs
        incurred during the nomination
        procedure be borne
I.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Approve the
        establishment of the Nomination
        Committee constituting 3 to 5 persons
        independent of the Company to
        represent the shareholders, of whom 1
        represent the small shareholders
J.      Approve the rejection to establish an                         Mgmt       No Action         *
        Audit Committee and that the duties
        of such a Committee be performed by
        the entire Board of Directors
K.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Authorize the
        Board of Directors to establish and
        Audit Committee

- -------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB                                                      Agenda: 700483186
     CUSIP: W90937181                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: SE0000193120
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Receive the question from the Amnesty                         Non-       No Action         *
        Business Group regarding a policy                            Voting
        for the human rights
A.      Approve the profit and loss account,                          Mgmt       No Action         *
        the balance sheet, the consolidated
        profit and loss account and
        consolidated balance sheet
B.      Grant liability for the Members of                            Mgmt       No Action         *
        the Board and the President for the
        period referred to in the financial
C.      Approve to allocate the Bank s profit                         Mgmt       No Action         *



        in accordance with the adopted
        balance sheet and also concerning the
        record day
D.      Authorize the Board to resolve on                             Mgmt       No Action         *
        acquisition of a maximum of 40 million
        ordinary Class A and/or B shares and
        divestment of all the Bank s own
        ordinary Class A and/or B shares with
        the right to deviate from the
        shareholders preferential rights and
        to decide on acquisition of its own
        shares is motivated in order to
        increase the earnings per share over
        time; approve to acquire a Company or
        operations, such truncation would be
        facilitated if its own shares were
        available to
E.      Approve the acquisition of its own                            Mgmt       No Action         *
        ordinary Class A and/or B shares for
        the Bank s trading book, pursuant to
        Chapter 4 Section 5 of the Securities
        Operations Act (1991:981), on the
        condition that own shares in the
        trading book shall not at any time
        exceed 2% of all shares of the Bank,
        the aggregated holding of own shares
        must not at any time exceed 10% of the
        total number of shares
F.      Approve the reduction in the share                            Mgmt       No Action         *
        capital
G.      Approve the bonus issue                                       Mgmt       No Action         *
H.      Approve to increase, by means of                              Mgmt       No Action         *
        bonus issue, the Bank s share capital
        by 104,008,112.25 Swedish Kronor by
        means of transfer of 104,008,112.25
        Swedish Kronor from the distributable
        profits, where the nominal amount of
        the share will increase from SEK 4 to
        SEK 4.15 and amend the Section 5 of
        the Articles of Association
I.      Elect 13 Board Members and no Deputy                          Mgmt       No Action         *
        Members, which is an increase of one
        Member
J.      Elect 2 Auditors and no Deputy                                Mgmt       No Action         *
K.      Approve the fees for the Board                                Mgmt       No Action         *
        Members of SEK 5,600,000, to be
        divided among the Members elected by
        the meeting who are not employees of
        the Bank and to increase the Board
        by one Member and by the
        establishment of an auditing
        Committee; remuneration to the
L.1     Re-elect Mr. Pirkko Alitalo as the                            Mgmt       No Action         *
        Board Member



L.10    Re-elect Mr. Arne Martensson as the                           Mgmt       No Action         *
        Board Member
L.11    Re-elect Mr. Anders Nyren as the                              Mgmt       No Action         *
        Board Member
L.12    Elect Mr. Bante Rathe as the Board                            Mgmt       No Action         *
        Member
L.13    Elect Mr. Trondheim, Norway, as the                           Mgmt       No Action         *
        Board Member
L.14    Elect Mr. Ulrika Boethius, Stockholm,                         Mgmt       No Action         *
        as the Board Member
L.15    Approve the declination of Mr. Lotty                          Mgmt       No Action         *
        Bergstrom for re-election
L.2     Re-elect Mr. Tommy Bylund as the                              Mgmt       No Action         *
        Board Member
L.3     Re-elect Mr. Fredrik Baksaas as the                           Mgmt       No Action         *
        Board Member
L.4     Re-elect Mr. Goran Ennerfelt as the                           Mgmt       No Action         *
        Board Member
L.5     Re-elect Mr. Lars O Gronstedt as the                          Mgmt       No Action         *
        Board Member
L.6     Re-elect Mr. Sigrun Hjelmquist as                             Mgmt       No Action         *
        the Board Member
L.7     Re-elect Mr. Hans Larsson as the                              Mgmt       No Action         *
        Board Member
L.8     Re-elect Mr. Fredrik Lundberg as the                          Mgmt       No Action         *
        Board Member
L.9     Re-elect Mr. Sverker Martin-Lof as                            Mgmt       No Action         *
        the Board Member
M.      Re-elect the registered public                                Mgmt       No Action         *
        accounting firms KPMG Bohlins AB and
        Ernst & Young AB for the period until
        the end of the AGM in 2008
N.      Authorize the Chairman of the Board                           Mgmt       No Action         *
        to appoint 4 representatives for the
        major shareholder of the Bank, who,
        with the Chairman, form a Committee to
        prepare the next elect of the Board
        Members, Board Members are not
        eligible to serve on the Committee and
        appoint the Chairman among its
        Members; the composition of the
        Committee before the Board election in
        2005 be announced no later than 6
        months prior to the AGM in 2005; no
        fees are payable to the Committee
O.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL:  Appoint an
        Election Committee and this should
        comprise 3 to 5 persons who represent
        the owners of the Company and who
        are independent of the Company, a



        representative for the small
        shareholders should be a Member of
P.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve that the
        Company follow Swedish Laws SFS
        1999:268 EC directive 97/5/EC and SFS
        2002:598 EC directive 2560/2001

- -------------------------------------------------------------------------------------------------------
SWEDISH MATCH AB                                                              Agenda: 700477880
     CUSIP: W92277115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/26/2004           ISIN: SE0000310336
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Adopt the profit and loss statement                           Mgmt       No Action         *
        and the balance sheet and the
        consolidated profit and loss
        statement and the consolidated
B.      Approve the disposition in respect of                         Mgmt       No Action         *
        the Company s profit
C.      Adopt the Stock Option Programme for                          Mgmt       No Action         *
        2004
D.      Approve the Board of Director                                 Mgmt       No Action         *
        proposal regarding its authorization
        to acquire shares in the Company
E.      Approve the Board of Directors                                Mgmt       No Action         *
        proposal to issue by the Company of
        call options on repurchase shares in
        the Company for the Stock Option
        Programme for 2003 and to transfer by
        the Company of such shares in the
        Company in conjunction with a
        potential demand for redemption of
        call option
F.      Approve the Board of Directors                                Mgmt       No Action         *
        proposal to reduce the share capital
        by SEK 36,000,00o through withdrawal
        of 15,000,000 share in the Company by
        way of recall of shares without
        repayment to the shareholders,
        together with the Board of Directors
        proposal that the reduced amount shall
        be transferred to non- restricted
        shareholders equiry for



        allocation to a fund for use in
        accordance with the resolution passed
        by a general meeting of the Company
G.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors and the President from
        liability for the FY
H.      Elect 6 ordinary members and no                               Mgmt       No Action         *
        deputy members
I.      Approve to propose the Board fees as                          Mgmt       No Action         *
        follows: the Chairman fees: SEK
        700,000 and the other Board Members
        elected by the meeting shall receive
        SEK 300,000; furthermore, it is
        proposed that the Board be allotted
        SEK 400,000 as compensation for the
        Committee work carried out; and that
        it shall be dividend within the Board
        in a manner decided upon
J.1     Re-elect Mr. Bernt Magnusson as the                           Mgmt       No Action         *
        Board member and deputy member
J.2     Re-elect Mr. Jan Blormberg as the                             Mgmt       No Action         *
        Board member and deputy member
J.3     Re-elect Mr. Turve Johannesson as the                         Mgmt       No Action         *
        Board member and deputy member
J.4     Re-elect Mr. Arne Jurbrandt as the                            Mgmt       No Action         *
        Board member and deputy member
J.5     Re-elect Mr. Meg Tiveus as the Board                          Mgmt       No Action         *
        member and deputy member
J.6     Elect Mr. Karsten Slotte as the Board                         Mgmt       No Action         *
        member and deputy member
K.      Approve the number of Auditors and                            Mgmt       No Action         *
        the Deputy Auditors to be elected by
        the meeting
L.      Approve the fees paid to the Auditors                         Mgmt       No Action         *
M.      Appoint KPMG Bowins AB KPMG Auditor                           Mgmt       No Action         *
        with authorized Auditor Thomas Thiel
        as the Auditor in charge, up to and
        including the AGM to be held 4 years
        from election of the Auditor
N.1     Re-elect Mr. Ecrnt Magnusson as the                           Mgmt       No Action         *
        member of the Nomination Committee
N.2     Re-elect Mr. Bjorn Franzonn as the                            Mgmt       No Action         *
        member of the Nomination Committee
N.3     Re-elect Mr. Mariame Nilsson as the                           Mgmt       No Action         *
        member of the Nomination Committee
N.4     Re-elect Mr. Staffan Grefback as the                          Mgmt       No Action         *
        member of the Nomination Committee
O.      Amend the Articles of Association and                         Mgmt       No Action         *
        authorize the Directors to appoint 1
        or several Special Auditors to audit a
        Board of Directors statement made



        in relation to an issue of new shares
        for non-cash consideration or payment
        through set-off claims against the
        Company or other provisions for the
        subscription according to Chapter 4 &
        6 of the Swedish Company s Act
        1975:1385; or audit of Merger Plans
        according to Chapter 14, 7 and 23 of
        the said Act

- -------------------------------------------------------------------------------------------------------
TELIASONERA AB                                                                Agenda: 700482045
     CUSIP: W95890104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: SE0000667925
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the AGM                                            Non-       No Action         *
                                                                     Voting
A.      Approve to adopt the income                                   Mgmt       No Action         *
        statement, balance sheet, consolidate
        income statement and consolidated
        balance sheet
B.      Approve the appropriation of the                              Mgmt       No Action         *
        Company s profits as per the adopted
        balance sheet and setting of record
        date 03 MAY 2004 and the stock
        dividend of SEK 1 per share be
        distributed to the shareholders
C.      Grant discharge the members of the                            Mgmt       No Action         *
        Board of Directors and the president
        from personal liability for the
        administration of the Company in 2003
D.      Elect the members and Deputy Board                            Mgmt       No Action         *
        Members by the AGM
E.      Approve the compensation for the                              Mgmt       No Action         *
        Board of Directors
F.      Elect the Board of Directors                                  Mgmt       No Action         *
G.      Amend the Articles of Association                             Mgmt       No Action         *
        Section 7
H.      Elect two Auditors and no Deputy                              Mgmt       No Action         *
        Auditors shall be designated
I.      Approve the compensation to the                               Mgmt       No Action         *
        Auditors be paid on the basis of the
        invoice
J.      Elect Ohrlings PricewaterhouseCoopers                         Mgmt       No Action         *
        AB as the Auditors until the time
        that the AGM decision to change the
        Articles of Association
K.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Elect the
        nomination committee composed of 3 to
        5 from the Company independent



        Members; the Members should be elected
        by the AGM and represent the
        shareholders of the Company where of 1
        Member should represent the smaller
L.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve the
        shareholders Osmo Soronen s to
        instruct the Board of Directors
        within 60 days from the AGM to decide
        upon a delivery guarantee which
        requires the Company to, in relation
        to private consumers who do not
        receive services within the time
M.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve the
        shareholder Mr. Einer Hellborn s that
        I) Naringsliverts fond/Timbro should
        account for all campaigns and expenses
        during the last year s and specify if
        there is any support for better work
        result from the Directors with 100
        million salary than those with 10
        million salary ii) to request that the
        funds should be repaid to the
        Companies to give the shareholder in
        each Company possibility to decide
        upon sharing the money with the
        shareholders invest in the Company or
        to contribute to PR that would be of
        use for the Company

- -------------------------------------------------------------------------------------------------------
WM-DATA AB                                                                    Agenda: 700418280
     CUSIP: W9899H102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 11/4/2003           ISIN: SE0000115404
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the meeting and the                                Non-       No Action         *
        election of the Chairman of the                              Voting
A.      Approve the part-ownership program                            Mgmt       No Action         *
        comprising a private placement of
        convertible debentures

- -------------------------------------------------------------------------------------------------------
WM-DATA AB                                                                    Agenda: 700436125
     CUSIP: W9899H102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/10/2003          ISIN: SE0000115404
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Opening of the meeting and the                                Non-       No Action         *
        election of the Chairman of the                              Voting
A.      Approve the part-ownership program                            Mgmt       No Action         *
        comprising a private placement of
        convertible debentures
B.      Authorize the Board of Directors to                           Mgmt       No Action         *



        resolve on new issues of shares

- -------------------------------------------------------------------------------------------------------
WM-DATA AB                                                                    Agenda: 700468083
     CUSIP: W9899H102                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: SE0000115404
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
A.      Approve the income statement and the                          Mgmt       No Action         *
        balance sheet and the consolidated
        income statement and the consolidated
        balance sheet
B.      Approve the appropriation of the                              Mgmt       No Action         *
        Company s earnings and a dividend of
        SEK 0.20 per share for the
        operational year 2003; the record
        date to receive the dividend is 20
        APR 2004 and the payment date is 23
C.      Grant discharge to the Board Members                          Mgmt       No Action         *
        and the President from their
D.      Approve the fees of SEK 1,700,000 to                          Mgmt       No Action         *
        be paid to the Board of Directors and
        the Auditors fee to be paid in
        accordance with the Auditors invoice
E.      Approve to elect 7 Board Members and                          Mgmt       No Action         *
        no deputy Board Members
F.1     Re-elect Mr. Borje Ekholm as a Board                          Mgmt       No Action         *
        Member
F.2     Re-elect Mr. Jonas Fredriksson as a                           Mgmt       No Action         *
        Board Member
F.3     Re-elect Mr. Lisberth Gustafsson as a                         Mgmt       No Action         *
        Board Member
F.4     Re-elect Mr. Hans Mellstrom as a                              Mgmt       No Action         *
        Board Member
F.5     Re-elect Mr. Gundor Rentsch as a                              Mgmt       No Action         *
        Board Member
F.6     Re-elect Mr. Lars Wedenborn as a                              Mgmt       No Action         *
        Board Member
F.7     Re-elect Mr. Thord Wilkne as a Board                          Mgmt       No Action         *
        Member



G.      Approve the employees stock option                            Mgmt       No Action         *
        program for 2004 and the allotment of
        1,000,000 employee stock options
        without taking into account the
        restrictions on the rights disposition
        amounts to SEK 6.3 millions to 75
        senior Executives and key persons in
        the WM-data Group for free
        consideration; each option entitles
        the holder to purchase one share of
        series B in WM-data at an exercise
        price of SEK 22.20 per share during
        the period from 31 MAR 2007 to 31 MAR
        2009
H.      Amend the Articles of Association so                          Mgmt       No Action         *
        that: i) the objects of the Company
        are adjusted in respect of the part of
        the business that is in fact carried
        out in subsidiaries and associated
        Companies, by adding the words direct
        in Section 3; ii) the Company s object
        is deleted in Section 3; iii) 1 or 2
        registered public accounting firms may
        be elected as Auditors Section 8; iv)
        the provisions in first paragraph of
        Section 11 be deleted; v) the order of
        certain items on agenda is changed
        Section 11, paragraph 2; vi) the
        provisions to vote for the full number
        of shares is deleted Section 12; and
        vii) the provision on notice of
        general meeting is adjusted in such a
        way that notice only takes place by
        announcement in newspapers thus not
        also by letter in the mail
I.      Elect a Nomination Committee consist                          Mgmt       No Action         *
        of 3 to 5 independent members
        representing the Company s owners

- -------------------------------------------------------------------------------------------------------
BANCO COMERCIAL PORTUGUES SA BCP, PORTO                                       Agenda: 700456610
     CUSIP: X03188137                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/15/2004           ISIN: PTBCP0AM0007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the 2003 annual report and                            Mgmt       No Action         *
        results and the 2003 consolidate
        annual report and 2003 consolidated
        results
2.      Approve to appropriate the profits                            Mgmt       No Action         *
3.      Approve the general appreciation of                           Mgmt       No Action         *
        the Company s Management and auditing



4.      Amend the Company s By-laws                                   Mgmt       No Action         *
5.      Ratify the co-optation of one Member                          Mgmt       No Action         *
        of the Senior Board to fulfil a
6.      Approve the acquisition and sale of                           Mgmt       No Action         *
        own shares
7.      Approve the acquisition and sale of                           Mgmt       No Action         *
        own bonds

- -------------------------------------------------------------------------------------------------------
BANCO BPI SA, PORTO                                                           Agenda: 700476446
     CUSIP: X04608109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/20/2004           ISIN: PTBPI0AM0004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Management report, the                            Mgmt       No Action         *
        individual and the consolidated
        accounts of 2003
2.      Approve to distribute the YE results                          Mgmt       No Action         *
3.      Approve the general appraisal of the                          Mgmt       No Action         *
        Management and the supervision of the
        Company
4.      Approve the fulfillment of a vacancy                          Mgmt       No Action         *
        in the Board of Directors
5.      Amend Article 12 of the Company s By-                         Mgmt       No Action         *
        Laws
6.      Approve the acquisition and                                   Mgmt       No Action         *
        alienation of own shares

- -------------------------------------------------------------------------------------------------------
BRISA AUTO ESTRADAS DE PORTUGAL SA, SAO                                       Agenda: 700459806
DOMINGOS DE RANA
     CUSIP: X07448107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: PTBRI0AM0000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the 2003 annual report and                            Mgmt       No Action         *
        results
2.      Approve the 2003 consolidated report                          Mgmt       No Action         *
        and also the 2003 consolidated
3.      Approve the profit appropriation                              Mgmt       No Action         *
4.      Approve the general appreciation of                           Mgmt       No Action         *
        the Company s Management and auditing
5.      Approve the report of the incentive                           Mgmt       No Action         *
        plan to the management
6.      Approve the acquisition and sale of                           Mgmt       No Action         *
        own shares



- -------------------------------------------------------------------------------------------------------
ALPHA BANK SA                                                                 Agenda: 700466748
     CUSIP: X1687N119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/30/2004           ISIN: GRS015013006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive approve the 31 DEC 03 balance                         Mgmt       No Action         *
        sheet and the financial statements
        accompanied by the reports of the
        Board of Directors and of the
        Chartered Accountants
10.     Amend Articles 15, 17 and 20 of the                           Mgmt       No Action         *
        Articles of Association in order for
        the Board of Directors to have the
        authority to issue corporate bonds in
        conformity with the stipulation of
        the Article 1 paragraph 2 of the Law
        3156/2003
11.     Approve the Board of Directors                                Mgmt       No Action         *
        remuneration
12.     Authorize the Board Members or the                            Mgmt       No Action         *
        General Management or the Managers to
        participate to Board of Directors or
        the Management of the Group of
        Companies having the same or similar
        aims
2.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors Members and to the
        Chartered Accountants of any
        liability for the decision of the FY
3.      Elect the regular Chartered                                   Mgmt       No Action         *
        Accountants and their replacements
        for the FY 2004 and approve their
4.      Approve the transformation balance                            Mgmt       No Action         *
        sheets dated 31 MAR 03 and 06 JUN 03
        of the Companies ALPHA HOLDINGS
        ROMANIA SA and ALPHA INVEST SA
        respectively, accompanied by the
        relevant financial statements
5.      Grant discharge to the Board of                               Mgmt       No Action         *
        Directors Members and of the regular
        Chartered Accountants of the
        Companies ALPHA HOLDINGS ROMANIA and
        ALPHA INVEST respectively for the
        financial periods form 01 JAN 2003 up
        to 24 N OV 2003 and from 01 JAN 2003
        up to 28 NOV 2003 respectively
6.      Amend Article 5 of the Articles of                            Mgmt       No Action         *
        Association, resulting from the
        exercise of preemptive rights



7.      Approve the capital increase by the                           Mgmt       No Action         *
        capitalization of the surplus value
        deriving from the adjustment of the
        Company s fixed assets Law 3229/2004
        and/or from the capitalization of
        reserves and the distribution of
        shares and/or modification of the
        nominal value of the existing shares
        and the irrevocable order to the Board
        of Directors for the arrangement of
        distribution
8.      Amend Article 5 of the Articles of                            Mgmt       No Action         *
        Association concerning the share
        capital due to the aforementioned
        capital increase
9.      Approve a purchase of the Company s                           Mgmt       No Action         *
        own shares program according to
        Article 16 Paragraph 5 of the Law
        2190/1920

- -------------------------------------------------------------------------------------------------------
EFG EUROBANK ERGASIAS SA                                                      Agenda: 700471559
     CUSIP: X1898P101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/5/2004            ISIN: GRS323013003
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Bank s annual financial                           Mgmt       No Action         *
        statements, Board of Directors and
        the Auditor s relevant reports; and
        profits appropriation
10.     Approve the authorization supply,                             Mgmt       No Action         *
        according to Article 23, Paragraph 1
        of Cod. Law 2190/1920 to the Board of
        Director Members and Executives, for
        their participation in the Banks Group
        of Companies or associated Companies
        Board of Director s or Management
        which have the same or similar
        business goals
2.       Approve the distribution of shares to                        Mgmt       No Action         *
        the Bank s employees, according to
        Articles 16, Paragraph 2 of Cod. Law
        2190/1920 and 1 of Law 30/1988, as
        currently in force, the share will be
        derived from the Bank s capital
        increase with capitalization of a part
        from the profits of the year 003; and
        amend Article 5 of the BAA
3.      Approve the stock option plan for the                         Mgmt       No Action         *
        Bank s employees, Board of Director
        Members and associated Companies,
        according to Article 13, Paragraph 9
        of Cod. Law 2190/1920, as currently
        in force



4.      Approve the exemption of the Board of                         Mgmt       No Action         *
        Director Members and Auditor s from
        any liability for indemnity for the
        year 2003
5.      Elect an Auditing Company for the                             Mgmt       No Action         *
        year 2004 and approve to determine
        their remuneration
6.      Approve the election of new Board of                          Mgmt       No Action         *
        Director and specification of two
        Independent, not Executive Members of
        the Board of Director, according to
        the provisions of Law 3016/2002,
        regarding corporate government, as
        currently in force
7.      Approval the Board of Director s                              Mgmt       No Action         *
        remuneration and contracts according
        to Articles 23a and 24 of C. Law
        2190/1920
8.      Approve the purchase of the Bank s                            Mgmt       No Action         *
        own shares, according to Article 16,
        Paragraph 5 of Cod. Law 2190/1920 and
        briefing regarding the Banks possess
        shares
9.      Approve the cancellation of shares,                           Mgmt       No Action         *
        which purchased according to Article
        16, Paragraph 5 of Cod. Law
        2190/1920, with respective decrease
        of the Bank s share capital; and
        amend Article 5 of the BAA

- -------------------------------------------------------------------------------------------------------
STORA ENSO OYJ, HELSINKI                                                      Agenda: 700465544
     CUSIP: X21349109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/18/2004           ISIN: FI0009005953
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters to be resolved by                         Mgmt       No Action         *
        the AGM pursuant to Article 14 of
        Articles of Association of the
        Company and to pay a dividend of EUR
        0.45 per share
2.      Approve to reduce the share capital                           Mgmt       No Action         *
        of the Company through the
        cancellation of shares held by the



3.      Authorize the Board of Directors to                           Mgmt       No Action         *
        repurchase shares in the Company
4.      Authorize the Board of Directors to                           Mgmt       No Action         *
        dispose of the shares held by the
        Company

- -------------------------------------------------------------------------------------------------------
FORTUM CORPORATION                                                            Agenda: 700437709
     CUSIP: X2978Z118                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/18/2003          ISIN: FI0009007132
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend the Articles of Association                             Mgmt       No Action         *
2.      Authorize the Board to sell shares                            Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
FORTUM CORPORATION                                                            Agenda: 700459010
     CUSIP: X2978Z118                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 3/25/2004           ISIN: FI0009007132
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AGM.                              Non-       No Action         *
        THANK YOU.                                                   Voting
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article 18 of the Articles of
        Association and to pay dividend of
        EUR 0.42 per share
2.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve to
        abolish the Supervisory Board
3.      PLEASE NOTE THAT THIS RESOLUTION IS A                          Shr       No Action         *
        SHAREHOLDER PROPOSAL: Appoint a
        Nomination Committee to prepare
        proposals concerning Board Members
        and their emoluments for the

- -------------------------------------------------------------------------------------------------------
KESKO OYJ                                                                     Agenda: 700460582
     CUSIP: X44874117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/29/2004           ISIN: FI0009007900
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.



1.      Matters to be dealt with at the AGM                           Mgmt       No Action         *
        in accordance with Article 12 of the
        Articles of Association
2.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER S PROPOSAL: Approve to
        abandon the stock option schemes for
        Kesko s management

- -------------------------------------------------------------------------------------------------------
KONE OY                                                                       Agenda: 700444069
     CUSIP: X45497116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 2/27/2004           ISIN: FI0009000566
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the matters to be decided                             Mgmt       No Action         *
        upon Article 12 of the Articles of
        Association
2.      Authorize Board Of Directors to                               Mgmt       No Action         *
        repurchase Company s own shares
3.      Authorize Board Of Directors to                               Mgmt       No Action         *
        decide on distribution of any
        repurchased shares
4.      Approve to confirm the option program                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
METSO CORPORATION                                                             Agenda: 700452787
     CUSIP: X53579102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/6/2004            ISIN: FI0009007835
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article 11 of the Articles of
        Association and to pay dividend of
        EUR 0,20 per share
2.      Authorize the Board to repurchase                             Mgmt       No Action         *
        Metso shares
3.      Authorize the Board to dispose of                             Mgmt       No Action         *
        Metso shares
4.      Authorize the Board to increase the                           Mgmt       No Action         *
        share capital by issuing new shares,
        convertible bonds and/or stock



- -------------------------------------------------------------------------------------------------------
NATIONAL BANK OF GREECE                                                       Agenda: 700525124
     CUSIP: X56533114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/17/2004           ISIN: GRS003013000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN EGM.                              Non-       No Action         *
        THANK YOU.                                                   Voting
1.      Amend the Articles                                            Mgmt       No Action         *
        18,21,22,23,24,27,30 and 41 of the
        Company s Articles of Association

- -------------------------------------------------------------------------------------------------------
OUTOKUMPU OYJ                                                                 Agenda: 700470773
     CUSIP: X61161109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: FI0009002422
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters pertaining to the                         Mgmt       No Action         *
        AGM as stated in the Article 15 of
        the Articles of Association as well
        as Board s Proposal to pay a dividend
        of EUR 0.20 per share
2.      Authorize the Board to increase                               Mgmt       No Action         *
        Company s share capital by issuing
        new shares, stock options or
        convertible bonds
3.      Authorize the Board to repurchase                             Mgmt       No Action         *
        Company s own shares
4.      Authorize the Board to decide to                              Mgmt       No Action         *
        transfer Company s own shares

- -------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA                                              Agenda: 700460190
     CUSIP: X6769Q104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: PTPTC0AM0009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE BE ADVISED THAT THIS IS A                              Non-       No Action         *
        REVISION DUE TO AN AMENDED DEADLINE                          Voting
        DATE. IF YOU HAVE ALREADY SENT YOUR
        VOTES, PLEASE DO NOT RE-SEND THIS
        PROXY FORM UNLESS YOU WISH TO AMEND
        YOU VOTING INSTRUCTIONS. THANK YOU.
1.      Approve the annual report, balance                            Mgmt       No Action         *
        sheet and the accounts for 2003
10.     Approve to issue bonds as well as on                          Mgmt       No Action         *
        any other securities and specifically
        about the fixing of the value under
        the terms of Number 3 of Article 8,
        Paragraph (e) of Number 1 of Article
        15 of the By-Laws
11.     Approve the acquisition and                                   Mgmt       No Action         *
        alienation of bonds and other own
2.      Approve the consolidated annual                               Mgmt       No Action         *
        report, balance sheet and the
        accounts for 2003
3.      Approve the profit application and                            Mgmt       No Action         *
        reserves affectation
4.      Approve the general appreciation of                           Mgmt       No Action         *
        the Company s managing and auditing
5.      Approve the ratification of the                               Mgmt       No Action         *
        cooptation of Directors
6.      Approve the acquisition and                                   Mgmt       No Action         *
        alienation of own shares, including
        the acquisition in connection with
        the program of share buy back
7.      Approve the eventual of share capital                         Mgmt       No Action         *
        reduction and specifically the
        reduction up to EUR 125.428.500, in
        order to release the capital copiously
        in accordance with the program of
        share buy back, through the
        extinguishment at least, up to
        125.428.500 own shares acquired or to
        be acquired, as well as connected
        reserves, due to the reduction of
        issuing of convertible bonds emitted
        by the Company and the consequent
        alteration of the By-Laws to the
        deliberation of the reduction Article
        4 of the Social Contract
8.      Approve, under the terms of Article                           Mgmt       No Action         *
        8, Number 4 of the By-Laws on the
        parameter to be applicable in case of
        an eventual issuing of convertible
        bonds in shares that could be
        deliberated by the Board of Directors,
        as well as about the issuing of
        convertible bonds in shares already
        realized by the



9.      Approve the cancellation of                                   Mgmt       No Action         *
        preferential right in the
        subscription of an eventual
        convertible bonds issuing, in what
        concerns the Resolution number 8 of
        this meeting that might be done by
        the Board of Directors deliberation

- -------------------------------------------------------------------------------------------------------
EDP - ELECTRICIDADE DE PORTUGAL SA, LISBOA                                    Agenda: 700457612
     CUSIP: X67925119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: PTEDP0AM0009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the annual report, the                                Mgmt       No Action         *
        Auditors report and the results for
        2003
2.      Receive the consolidated annual                               Mgmt       No Action         *
        report, the consolidated auditors
        report and the consolidated results
        for 2003
3.      Approve to discuss the proposal of                            Mgmt       No Action         *
        profits appropriation
4.      Acknowledge the Companys Management                           Mgmt       No Action         *
        and the auditing
5.      Approve to discuss the acquisition                            Mgmt       No Action         *
        and sale of own shares by EDP and
        also by the subsidiary Companies
6.      Approve to discuss the acquisition                            Mgmt       No Action         *
        and sale of own bonds by EDP and also
        by the Subsidiary Companies
7.      Amend Article 11 of the Company By-                           Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
PT MULTIMEDIA SERVICOS DE TELECOMUNICACOES E                                  Agenda: 700459515
   MULTIMEDIA SGPS SA, LISBOA
     CUSIP: X70127109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/26/2004           ISIN: PTPTM0AM0008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the 2003 annual report, the                           Mgmt       No Action         *
        results and also the Auditor s report
2.      Approve the 2003 consolidated                                 Mgmt       No Action         *
        reports, the consolidated results and
        the consolidated Auditor s report
3.      Approve the appropriation of profits                          Mgmt       No Action         *
4.      Acknowledge the appreciation of the                           Mgmt       No Action         *
        Company s Management and the auditing



5.      Ratify the Director s Board co-                               Mgmt       No Action         *
6.      Elect the Corporate Board for the                             Mgmt       No Action         *
        next 3 years 2004/2006
7.      Approve the acquisition of own shares                         Mgmt       No Action         *

- -------------------------------------------------------------------------------------------------------
SAMPO PLC                                                                     Agenda: 700459046
     CUSIP: X75653109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/7/2004            ISIN: FI0009003305
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article 20 of the Articles of
        Association and declare a dividend of
        EUR 1.50 per share
2.      Authorize the Board to buy back the                           Mgmt       No Action         *
        Company s own shares
3.      Authorize the Board to convey the                             Mgmt       No Action         *
        Company s own shares

- -------------------------------------------------------------------------------------------------------
SONAE SGPS SA, MAIA                                                           Agenda: 700461231
     CUSIP: X82198106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: PTSON0AE0001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the 2003 annual report and                            Mgmt       No Action         *
        results
2.      Approve the 2003 consolidated annual                          Mgmt       No Action         *
        report and the consolidated results
3.      Approve the profits appropriation                             Mgmt       No Action         *
4.      Approve the Company s management and                          Mgmt       No Action         *
        auditing
5.      Approve to change the number of                               Mgmt       No Action         *
        Members in the Board of Directors and
        elect the Members to fill the
6.      Approve the acquisition and the sale                          Mgmt       No Action         *
        of own shares



7.      Approve the acquisition and the sale                          Mgmt       No Action         *
        of own bonds
8.      Approve the acquisition and/or                                Mgmt       No Action         *
        holding of own shares by subsidiary
9.      Approve the authorization to                                  Mgmt       No Action         *
        distribute own shares to the Members
        of the Board of Directors as well as
        to the Group Companies

- -------------------------------------------------------------------------------------------------------
TIETOENATOR CORP                                                              Agenda: 700456660
     CUSIP: X90409115                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/18/2004           ISIN: FI0009000277
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article 11 of the Articles of
        Association as well as Board s
        proposal to pay dividend of EUR 0.50
        per share
2.      Amend Paragraph 5 of the Articles of                          Mgmt       No Action         *
        Association
3.      Approve to decrease the share premium                         Mgmt       No Action         *
        fund
4.      Authorize the Board to acquire                                Mgmt       No Action         *
        Company s own shares
5.      Authorize the Board to decide on                              Mgmt       No Action         *
        share issues
6.      PLEASE NOTE THAT THIS IS A                                     Shr       No Action         *
        SHAREHOLDER PROPOSAL: Approve to
        distribute the dotcom solution AB s
        shares, which are owned by
        Tietoenator Oyj, to the shareholders

- -------------------------------------------------------------------------------------------------------
TITAN CEMENT CO                                                               Agenda: 700512571
     CUSIP: X90766126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/24/2004           ISIN: GRS074083007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the Board of Directors and                            Mgmt       No Action         *
        the Auditors reports on the annual
        financial statements and the
        consolidated financial statements for
        the year 2003
10.     Approve to decrease the nominal value                         Mgmt       No Action         *
        of the Company s share from EUR 4.00
        to EUR 2.00 and doubling of the
        Company s share from 41,966,412
        shares to 83,932,824 shares;
        shareholders with one common share
        will receive one bonus share and
        shareholders with one preferential,
        non voting share, will receive one
        preferential bonus, non voting, share
11.     Amend Article 5 of the Company s                              Mgmt       No Action         *
        Articles of Association, regarding
        the capital, due to the aforesaid
        increase and share doubling
12.     Approve the purchase of the Company s                         Mgmt       No Action         *
        own shares, common and preferential,
        via ATHEX, pursuant to Article 16
        Paragraph 5 of Cod.Law 2190/1920
13.     Approve the contract agreement                                Mgmt       No Action         *
        between the Company and a Member of
        the Board of Director, regarding his
        rendering of services, pursuant to
        Article 23A of Cod.Law 2190/1920
14.     Amend Article 2, business goal, 12                            Mgmt       No Action         *
        and 20 general meetings, 27, 28, 29,
        Board of Directors, of the Company s
        Articles of Association
15.     Approve the stock option programme,                           Mgmt       No Action         *
        for the Members of the Board of
        Directors and top ranking Executives
        and to Subsidiary Companies as a call
        option
2.      Approve the annual financial                                  Mgmt       No Action         *
        statements and the consolidated
        financial statements for the year
        2003 and profits appropriation
3.      Approve the Board of Director Members                         Mgmt       No Action         *
        remuneration for the year 2003
4.      Grant discharge to the Board of                               Mgmt       No Action         *
        Director Members and the Auditors
        from any liability for indemnity for
        the year 2003
5.      Ratify the election of a new Member                           Mgmt       No Action         *
        of the Board of Director in
        replacement of one who have resigned



6.      Elect a new Board of Director,                                Mgmt       No Action         *
        pursuant to Articles 12, 23 and 24 of
        the Company s Articles of
        Association and approve the
        determination of the Independent Non
7.      Elect the Auditors, regular and                               Mgmt       No Action         *
        substitute for the Company s
        financial audit for the year 2004 and
        approve the determination of their
8.      Approve the insertion to Article 5 of                         Mgmt       No Action         *
        the Company s Articles of
        Association, the Company s share
        capital by the amount of EUR 228,960
        equal with the nominal value of
        95.400 new common voting shares,
        which were granted to top ranking
        Executives, as a stock option, the
        year 2002 and 2003, according to the
        decisions made by the shareholders
        general meetings on 05 JUL 2000 and
        19 JUN 2002 and the Board of
        Directors decisions on 17 DEC 2002
9.      Approve the share capital increase by                         Mgmt       No Action         *
        EUR 67,146,259.20 via capitalization
        of a special tax free reserve,
        Article 20 of Law 1892/1990 and
        nominal value increase of the Company s
        share from EUR 2.40 to EUR 4.00

- -------------------------------------------------------------------------------------------------------
TITAN CEMENT CO                                                               Agenda: 700528132
     CUSIP: X90766126                         Meeting Type: OGM
    Ticker:                                   Meeting Date: 6/8/2004            ISIN: GRS074083007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Amend and reformulate the Statute s                           Mgmt       No Action         *
        Articles, 2 regarding objective, 12
        and 20 regarding the general meeting
        and 27,28 and 29 regarding the Board
        of Directors
2.      Approve the stock option plan for the                         Mgmt       No Action         *
        Board of Director Members and upper
        level Executives of the Company, as
        well as the Companies affiliated with
        it

- -------------------------------------------------------------------------------------------------------
UPM-KYMMENE CORP                                                              Agenda: 700451595
     CUSIP: X9518S108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/24/2004           ISIN: FI0009005987
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT:  A BENEFICIAL OWNER                             Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET.  ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED.  SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article11 of the Company s Articles
        of Association as well as Board s
        proposal to pay dividend of EUR 0,75
        per share
2.      Approve the Board s proposal to buy                           Mgmt       No Action         *
        back the Company s own shares using
        its distributable funds
3.      Authorize the Board to decide on the                          Mgmt       No Action         *
        disposal of the own shares bought
        back in accordance with the above
4.      Authorize the Board to decide on                              Mgmt       No Action         *
        increasing the share capital by
        issuing new shares and/or convertible
        bonds

- -------------------------------------------------------------------------------------------------------
UPONOR OYJ                                                                    Agenda: 700452852
     CUSIP: X9518X107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/17/2004           ISIN: FI0009002158
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the matters pertaining to                             Mgmt       No Action         *
        Article 10 of the Company s Articles
        of Association as well as Board s
        proposal to pay dividends of EUR 2,00
        per share
2.      Approve the Board s proposal for                              Mgmt       No Action         *
        reduction of share capital
3.      Approve the Board s proposal to buy                           Mgmt       No Action         *
        back the Company s own shares

- -------------------------------------------------------------------------------------------------------
WAERTSILAE CORPORATION                                                        Agenda: 700454971
     CUSIP: X98155116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/15/2004           ISIN: FI0009003727
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        IMPORTANT MARKET PROCESSING                                   Non-       No Action         *
        REQUIREMENT: A BENEFICIAL OWNER                              Voting
        SIGNED POWER OF ATTORNEY (POA) IS
        REQUIRED IN ORDER TO LODGE AND
        EXECUTE YOUR VOTING INSTRUCTIONS IN
        THIS MARKET. ABSENCE OF A POA, MAY
        CAUSE YOUR INSTRUCTIONS TO BE
        REJECTED. SHOULD YOU HAVE ANY
        QUESTIONS, PLEASE CONTACT YOUR CLIENT
        SERVICE REPRESENTATIVE AT ADP.
1.      Approve the matters stipulated in                             Mgmt       No Action         *
        Paragraph 12 of the Articles of
        Association
2.      Authorize the Board: a) to                                    Mgmt       No Action         *
        repurchase, using distributable
        funds, the Company s own Series A and
        Series B shares in proportion to the
        total number of shares in each
        series provided that the total
        nominal value of the shares so
        purchased and the votes carried by
        these shares, shall not exceed 5% of
        the Company s total share capital and
        voting rights; b) to dispose of the
        shares purchased in the manner
        described above provided that the
        total nominal value of the shares so
        disposed of and the votes carried by
        these shares, shall not exceed 5% of
        the Company s total share capital

- -------------------------------------------------------------------------------------------------------
ADVANCED INFO SERVICE PUBLIC CO LTD                                           Agenda: 700457408
     CUSIP: Y0014U183                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: TH0268010Z11
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the matters                                           Mgmt       No Action         *
10.     Approve the allocation of warrants to                         Mgmt       No Action         *
        Directors, employees and Advisors
        who are eligible for the warrants
        exceeding 5% of the ESOP grant III
11.     Approve the allocation of additional                          Mgmt       No Action         *
        ordinary shares reserved for
        exercising the right in pursuance
        with the ESOP grant 1 and 2 due to
        the entering into terms and
        conditions of the Prospectus
12.     Other business                                                Other      No Action         *
2.      Approve to certify the minutes of the                         Mgmt       No Action         *
        AGM 2003



3.      Approve the certify the results of                            Mgmt       No Action         *
        operation for the year 2003
4.      Approve the balance sheet, statement                          Mgmt       No Action         *
        of income and statement of cash flow
        for the year 2003 ended 31 DEC 2003
5.      Appoint the Directors and determine                           Mgmt       No Action         *
        their remuneration for 2004
6.      Appoint the Company s Auditors and                            Mgmt       No Action         *
        determine their remuneration for 2004
7.      Approve the dividend payment to the                           Mgmt       No Action         *
        shareholders for the FY 2003
8.      Approve the approve the issuance and                          Mgmt       No Action         *
        offering of warrants of 8,999,500
        units to purchase the Company s
        ordinary shares to Directors,
        employees and Advisors of the Company
        (ESOP grant III)
9.      Approve the allocation of 8,999,500                           Mgmt       No Action         *
        new ordinary shares at par value of
        THB 1 each in order to reserve for
        the exercise of warrants under the
        ESOP grant III

- -------------------------------------------------------------------------------------------------------
ALUMINUM CORPORATION OF CHINA LTD                                             Agenda: 700481803
     CUSIP: Y0094N109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/7/2004            ISIN: CN0007659070
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note the revised wording of                            Non-       No Action         *
        the resolutions 8.2.1 & 8.2.7. Thank                         Voting
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors of the Company for the YE
        31 DEC 2003
12.     Transact any other business                                   Other      No Action         *
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee of the Company for the YE
        31 DEC 2003
3.      Approve the audited consolidated                              Mgmt       No Action         *
        financial statements of the Company
        and the Group for the YE 31 MAR 2003
4.      Approve the profit distribution Plan                          Mgmt       No Action         *
        and the dividend and authorize the
        Board of Directors to distribute the
        dividends
5.      Approve the remuneration of the                               Mgmt       No Action         *
        Directors and Supervisors of the
        Company for the YE 31 DEC 2004



6.      Approve the payment of housing                                Mgmt       No Action         *
        subsidy to certain Directors and the
        payment of performance bonus for 2003
        to certain Directors and Supervisors
7.      Appoint PricewaterhouseCoopers as the                         Mgmt       No Action         *
        Company s International Auditors and
        PricewaterhouseCoopers Zhong Tian
        CPAs Limited Company as PRC Auditors
        until the conclusion of the next AGM
        and authorize the Board of Directors
        to determine their remuneration
8.1     Approve to terminate the first Board                          Mgmt       No Action         *
        of Directors upon the conclusion of
        the AGM
8.2.1   Acknowledge that Mr. Guo Shengkun                             Mgmt       No Action         *
        will not offer himself for re-
        election as a Director
8.2.2   Re-elect Mr. Liang Zhongxiu                                   Mgmt       No Action         *
8.2.3   Re-elect Mr. Yia Yofa as a Director                           Mgmt       No Action         *
8.2.4   Elect Mr. Loo Jianchnan as a Director                         Mgmt       No Action         *
8.2.5   Re-elect Mr. We Weicheng as a                                 Mgmt       No Action         *
8.2.6   Re-elect Mr. Joseph C. Muscari as a                           Mgmt       No Action         *
        Director
8.2.7   Elect Mr. Xiao Yaqing as an Executive                         Mgmt       No Action         *
        Director
8.2.8   Re-elect Mr. Chin Chi Cheong as a                             Mgmt       No Action         *
        Director
8.2.9   Elect Mr. Jiang Qiangui as a Director                         Mgmt       No Action         *
9.      Approve the termination of office of                          Mgmt       No Action         *
        the Supervisory Committee and appoint
        3 Supervisors to the Second
        Supervisory Committee
S.10    Amend the By-laws of the Articles of                          Mgmt       No Action         *
        Association of the Company in Article
        24, 94, 95, 72, 90 and 133
S.11    Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares, whether domestic
        or H shares in the capital of the
        Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or 12
        months ; and to do all things deemed
        necessary in connection with the
        issue of new shares, to determine the
        use of proceeds and make all
        necessary filings and incease the
        registered share capital



- -------------------------------------------------------------------------------------------------------
ALUMINUM CORPORATION OF CHINA LTD                                             Agenda: 700434044
     CUSIP: Y0094N109                         Meeting Type: SGM
    Ticker:                                   Meeting Date: 12/29/2003          ISIN: CN0007659070
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and confirm the entering into                         Mgmt       No Action         *
        the Continuing Connected
        Transactions and the New Waiver
        Application; and authorize the Board
        of Directors of the Company to do all
        such further acts and things and
        execute such further documents and
        take all such steps which in its
        opinion may be necessary, desirable
        and expedient to implement and/or
        give effect to the Continuing
        Connected Transactions and the terms
        and conditions of the new waiver
        granted by the Stock Exchange

- -------------------------------------------------------------------------------------------------------
AMMB HOLDINGS BHD                                                             Agenda: 700408619
     CUSIP: Y0122P100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/24/2003           ISIN: MYL1015OO006
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive the audited accounts for the                          Mgmt       No Action         *
        YE 31 MAR 2003 and the reports of the
        Directors and the Auditors thereon
10.     Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the approvals from the
        relevant authorities, pursuant to
        Section 132D of the Companies Act,
        1965 to issue shares in the capital
        of the Company at any time upon such
        terms and conditions and for such
        purposes as the Directors, may, in
        their discretion, deem fit provided
        that the aggregate number of shares
        to be issued pursuant to this
        resolution does not exceed 10% of the
        issued share capital of the Company
2.      Approve the first and final dividend                          Mgmt       No Action         *
        of 5% less tax for the YE 31 MAR 2003
3.      Approve the payment of the Directors                          Mgmt       No Action         *
        fees for the YE 31 MAR 2003



4.      Re-elect Mr. Y. Bhag. Dato Azlan                              Mgmt       No Action         *
        Hashim as a Director, who retires by
        rotation pursuant to Article 89 of
        the Company s Articles of Association
5.      Re-elect Mr. Y.A. Bhg Tun Mohammed                            Mgmt       No Action         *
        Hanif Omar as a Director, who retires
        by rotation pursuant to Article 89
        of the Company s Articles of
6.      Re-elect Mr. Soo Kim Wai as a                                 Mgmt       No Action         *
        Director, who retires pursuant to
        Article 97 of the Company s Articles
        of Association
7.      Re-appoint Mr. Y. Bhg. Dato Mohd.                             Mgmt       No Action         *
        Tahir Haji Abdul Rahim as a Director
        of the Company, who retires pursuant
        to Section 129 of the Companies Act,
        1965, until the next AGM
8.      Re-appoint Messrs. Deloitte                                   Mgmt       No Action         *
        KassimChan as the retiring Auditors
        and authorize the Directors to
        determine their remuneration
9.      Authorize the Directors of the                                Mgmt       No Action         *
        Company, pursuant to the Company s
        Employees Share Option Scheme II and
        in accordance with Section 132D of
        the Companies Act, 1965, to allot and
        issue shares in the Company in
        accordance with the Scheme

- -------------------------------------------------------------------------------------------------------
ANGANG NEW STEEL COMPANY LTD                                                  Agenda: 700500134
     CUSIP: Y0132D105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/15/2004           ISIN: CN0009082362
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the 2003 report of the Board                          Mgmt       No Action         *
        of Directors of the Company
2.      Approve the 2003 report of the                                Mgmt       No Action         *
        Supervisory Committee of the Company
3.      Approve the 2003 audited financial                            Mgmt       No Action         *
        statements of the Company as at 31
        DEC 2003
4.      Approve the proposed profit                                   Mgmt       No Action         *
        distribution plan of the Company for
        2003
5.      Approve to determine the remuneration                         Mgmt       No Action         *
        of the Directors and the Supervisors
        of the Company for 2003
6.      Approve the appointment of the                                Mgmt       No Action         *
        Auditors for 2004 and authorize the
        Board of Directors of the Company to
        determine their remuneration



7.      Approve and ratify the asset purchase                         Mgmt       No Action         *
        agreement dated 23 MAR 2004  the
        Asset Purchase Agreement entered
        into between the Company and Anshan
        Iron & Steel Group Complex and the
        transaction referred to therein; and
        the Directors of the Company be
        authorized to do all such further
        acts and things and execute all such
        further documents and take all such
        steps as they may consider necessary,
        desirable or expedient to implement
        and/or give effect to the terms of
        the Asset Purchase Agreement and/or
        the transactions contemplated
        therein, with such changes as the
        Directors of the Company may consider
        necessary, desirable or expedient
S.10    Approve the proposals put forward at                          Mgmt       No Action         *
        the meeting by any shareholder(s)
        holdings 5% or more of the shares
        carrying the right to vote at such
        meeting
S.8A    Amend the Article 73 of the Article                           Mgmt       No Action         *
        of Association
S.8B    Amend the Paragraph 3 of Article 96                           Mgmt       No Action         *
        of the Article of Association
S.8C    Amend the Article 79 of the Articles                          Mgmt       No Action         *
        of Association
S.8D    Amend the Paragraph 6 of Article 145                          Mgmt       No Action         *
        of the Articles of Association
S.8E    Amend the Article 148 of the Articles                         Mgmt       No Action         *
        of Association
S.8F    Amend the Articles 6 of the Articles                          Mgmt       No Action         *
        of Association
S.9     Authorize the Board of Directors,                             Mgmt       No Action         *
        with the reference to the Resolution
        numbers S.8A to S.8F, to approve,
        execute and do or procure to be
        executed and done, all such
        documents, deeds and things as it may
        consider necessary in connection
        therewith; and to make such
        amendments to the Articles of
        Association of the Company

- -------------------------------------------------------------------------------------------------------
BANGKOK BANK PUBLIC CO LTD BBL                                                Agenda: 700464136
     CUSIP: Y0606R119                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/9/2004            ISIN: TH0001010014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of the 10th AGM                           Mgmt       No Action         *
        held on 11 APR 2003
10.     Approve the reconsideration of the                            Mgmt       No Action         *
        resolutions regarding the allocations
        of shares and issuance of various
        types of the Bank s securities



11.     Other business                                                Other      No Action         *
2.      Acknowledge the reports on the                                Mgmt       No Action         *
        capital increase and the redemption
        and adjustment of the capital
3.      Acknowledge the report on the results                         Mgmt       No Action         *
        of the operations for the year 2003
        as in the annual report
4.      Acknowledge the report of the Audit                           Mgmt       No Action         *
        Committee
5.      Approve the balance sheet and the                             Mgmt       No Action         *
        income statements for the year 2003
6.      Approve the appropriation of the                              Mgmt       No Action         *
        profit for the year 2003
7.      Approve the compensation for the Bank s                       Mgmt       No Action         *
        accumulated losses
8.      Elect the Director(s) in place of                             Mgmt       No Action         *
        those retiring by rotation
9.      Appoint the Auditors and determine                            Mgmt       No Action         *
        the remuneration

- -------------------------------------------------------------------------------------------------------
BANK OF EAST ASIA LTD                                                         Agenda: 700455404
     CUSIP: Y06942109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: HK0023000190
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts and the reports of the
        Directors and of the Auditors for the
        YE31 DEC 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Elect the Directors                                           Mgmt       No Action         *
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their
5.      Amend Articles 76, 78, 119 and 135 of                         Mgmt       No Action         *
        the Articles of Association of the
6.      Approve to grant a general mandate to                         Mgmt       No Action         *
        the Directors to issue additional
        shares not exceeding 20% of the
        issued share capital
7.      Approve to grant a general mandate to                         Mgmt       No Action         *
        the Directors to repurchase shares
        not exceeding 10% of the issued share
        capital
8.      Approve to extend the general mandate                         Mgmt       No Action         *
        under Resolution 6, by increasing
        the number of shares permitted to be
        issued equivalent to the number of
        shares repurchased under Resolution 7



- -------------------------------------------------------------------------------------------------------
BEC WORLD PUBLIC CO LTD                                                       Agenda: 700474290
     CUSIP: Y0769B133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: TH0592010Z14
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Certify the minutes of the EGM of                             Mgmt       No Action         *
        shareholders no. 1/2003
2.      Receive the board of Directors                                Mgmt       No Action         *
        report on the Company s operations
        during the YR 2003
3.      Approve the balance sheet and the                             Mgmt       No Action         *
        profit and loss statement of the YE
        31 DEC 2003
4.      Approve appropriation of the profit                           Mgmt       No Action         *
        of the year 2003 and dividend payment
5.      Appoint the Directors to replace                              Mgmt       No Action         *
        those retried and fix the Directors
        remuneration for the YR 2004
6.      Appoint the Auditors and fix the                              Mgmt       No Action         *
        Auditors fee for the YR 2004

- -------------------------------------------------------------------------------------------------------
BEIJING CAPITAL INTERNATIONAL AIRPORT CO LTD                                  Agenda: 700501009
     CUSIP: Y07717104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/8/2004            ISIN: CN0009324749
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors for the year of 2003
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee for the year of 2003
3.      Approve the financial statements and                          Mgmt       No Action         *
        the Auditor s report for the year of
        2003
4.      Approve the proposal for distribution                         Mgmt       No Action         *
        of profit for the year of 2003
5.      Re-appoint PricewaterhouseCoopers                             Mgmt       No Action         *
        Zhong Tian Certified Public
        Accountants Co., Ltd., and
        PricewaterhouseCoopers as the Company s
        PRC and International Auditors for
        the year of 2004 and authorize the
        Board of Directors to fix their
        remunerations
S.6     Approve to grant a general mandate to                         Mgmt       No Action         *
        the Board of Directors to issue
        additional shares not exceeding 20%
        of the respective aggregate amount of
        the issued domestic shares and
        issued overseas listed foreign shares
        of the Company



S.7     Amend Articles 1,17,73,95,99,102 of                           Mgmt       No Action         *
        the Articles of Association of the
        Company

- -------------------------------------------------------------------------------------------------------
BOC HONG KONG (HOLDINGS) LTD                                                  Agenda: 700498101
     CUSIP: Y0920U103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: HK2388011192
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        statements of accounts and the
        reports of the Directors and of the
        Auditors of the Company for the YE 31
10.     Approve to extend the general mandate                         Mgmt       No Action         *
        granted to the Board of Directors,
        conditional on the passing of
        Resolutions 8 and 9, to allot, issue,
        grant, distribute or otherwise deal
        with additional shares in the Company
        pursuant to Resolution 8, by an
        amount representing the aggregate
        nominal amount of the issued share
        capital of the Company purchased by
        the Company pursuant to Resolution 9,
        provided that such amount does not
        exceed 10% of the aggregate nominal
        amount of the issued share capital of
        the Company at the date of passing
        this Resolutions 8 and 9
2.      Declare a final dividend of HKD 0.32                          Mgmt       No Action         *
        per share for the YE 31 DEC 2003
3.      Re-elect the Directors                                        Mgmt       No Action         *
4.      Approve that with effect from 01 JAN                          Mgmt       No Action         *
        2004 and until the shareholders
        resolve otherwise, to pay additional
        remuneration to Non-Executive
        Directors and Senior Adviser who are
        also Chairman or the Members of
        Committees of the Board of Directors
        Committee(s)  as follows: a) HKD
        100,000 per annum per Committee to
        each Committee Chairman, to be pro-
        rated in the case of an incomplete
        year of services; and b) HKD 50,000
        per annum per Committee to each
        Committee Member, to be pro-rated in
        the case of an incomplete year of
        services
5.      Re-appoint PricewaterhouseCoopers as                          Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Board of Directors to
        determine their remuneration



7.      Approve that with effect from 01 JAN                          Mgmt       No Action         *
        2004 and until the shareholders
        resolve otherwise, each Member and
        Secretary of Committees of the Board
        of Directors Committee(s)  who are
        not the Directors or salaried
        employees of the Group shall be paid
        a fee of HKD 50,000 per annum, to be
        pro-rated in the case of an
        incomplete year of service provided
        that no Member or Secretary shall
        receive any fee in excess of HKD
        50,000 irrespective of the number of
        Committee(s) he or she has served
8.      Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to this resolution, to allot,
        issue, grant, distribute and
        otherwise deal with additional shares
        and to make or grant offers,
        agreements, options, warrants and
        other securities during and after the
        relevant period, not exceeding the
        aggregate of a) 20% of the aggregate
        nominal amount of the issued share
        capital of the Company as at the date
        of passing of this resolution; and
        b) the aggregate nominal amount of
        the issued share capital of the
        Company purchased by the Company
        subsequent to the passing of this
        resolution up to 10% of the
        aggregate nominal amount of the
        issued share capital of the Company
        as at the date of passing of this
        resolution , otherwise than pursuant
        to i) a rights issue; or ii) the
        exercise of rights of subscription or
        conversion under the terms of any
        warrants issued by the Company or any
        securities which are convertible
        into shares; or iii) any share option
        scheme or similar arrangement; or
        iii) any scrip dividend or similar
        arrangement;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period
9.      Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to this resolution, to
        purchase shares during the relevant
        period, on The Stock Exchange of Hong
        Kong Limited the Stock Exchange or
        any other stock exchange on which
        the shares may be listed and
        recognized by the Securities and



        Futures Commission of Hong Kong and
        the Stock Exchange for this purpose,
        subject to and in accordance with all
        applicable laws including the Hong
        Kong Code on share repurchases and
        the Rules Governing the Listing of
        Securities on the Stock Exchange as
        amended from time to time , not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company as at the date
        of passing of this resolution;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM of
S.6     Amend Article 2(a), 15, 40, 76A,                              Mgmt       No Action         *
        80(a), 98, 99, 102, 106(g), 109 and
        110 of Articles of Associations of
        the Company

- -------------------------------------------------------------------------------------------------------
CAPITALAND LTD                                                                Agenda: 700468627
     CUSIP: Y10923103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/12/2004           ISIN: SG1J27887962
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the audited accounts for
        the YE 31 DEC 2003 and the Auditors
        report thereon
10.A    Authorize the Directors to issue                              Mgmt       No Action         *
        shares in the Company provided that
        the aggregate number of shares issued
        does not exceed 50% of the issued
        share capital of the Company; shares
        issued other than on a pro rata basis
        to shareholders shall not exceed 20%
        of the issued share capital of the
        Company
10.B    Authorize the Directors to offer and                          Mgmt       No Action         *
        grant options in accordance with the
        capital and share option plan scheme
        and to allot and issue shares
        pursuant to the exercise of options
        provided the number of shares issue
        does not exceed 15% of the issued
        share capital of the Company
2.      Declare a 1st and final dividend of                           Mgmt       No Action         *
        SGD 0.04 per share less tax of 20%
        for the YE 31 DEC 2003
3.      Approve the sum of SGD 971,340 as                             Mgmt       No Action         *
        Directors fees for the YE 31 DEC
4.A     Re-appoint Sir Alan Cockshaw as a                             Mgmt       No Action         *
        Director of the Company



4.B     Re-appoint Mr. Jackson Peter Tai as                           Mgmt       No Action         *
        the Director of the Company
4.C     Re-appoint Mr. Lucien Wong Yuen Kuai                          Mgmt       No Action         *
        as a Director of the Company
5.      Elect Mr. Andrew Buxton as a Director                         Mgmt       No Action         *
        of the Company
6.A     Re-appoint Mr. Hsuan Owyang as a                              Mgmt       No Action         *
        Director of the Company
6.B     Re-appoint Mr. Lim Chin Beng as a                             Mgmt       No Action         *
        Director of the Company
7.      Re-appoint Messrs. KPMG as the                                Mgmt       No Action         *
        Auditors of the Company and authorize
        the Directors to fix their
8.      Transact other business                                       Other      No Action         *
9.      Appoint Dr. Richard Hu Tsu Tau as a                           Mgmt       No Action         *
        Director of the Company

- -------------------------------------------------------------------------------------------------------
CATHAY PACIFIC AIRWAYS LTD                                                    Agenda: 700481841
     CUSIP: Y11757104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/12/2004           ISIN: HK0293001514
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Declare a final dividend                                      Mgmt       No Action         *
2.      Re-elect the Directors                                        Mgmt       No Action         *
3.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors to fix their
4.      Authorize the Directors to make on-                           Mgmt       No Action         *
        market repurchases shares of the
        Company during the relevant period,
        subject to and in accordance with all
        applicable laws and regulations, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital;  Authority expires the
        earlier of the conclusion of the next
        AGM or the expiration of the period
        within which the next AGM is to be
5.      Authorize the Directors to allot,                             Mgmt       No Action         *
        issue and deal with additional shares
        in the capital of the Company and
        make or grant offers, agreements and
        options during and after the relevant
        period, not exceeding the aggregate
        of a) 20% of the aggregate nominal
        amount of the issued share capital of
        the Company; plus b) the nominal
        amount of share capital repurchased
        up to 10% of the aggregate nominal
        amount of the issued share capital ,
        otherwise than pursuant to i) a



        rights issue; or ii) any scrip
        dividend or similar arrangement;
        Authority expires the earlier of the
        conclusion of the next AGM or the
        expiration of the period within which
        the next AGM is to be held by law
6.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to exercise the powers of the
        Company referred to in Resolution 5
        in respect of the shares referred to
        in the resolution
7.      Approve that the aggregate fees paid                          Mgmt       No Action         *
        to the Directors shall not exceed HKD
        3 million
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by adding definitions
        after Article 2(a), by adding a new
        Article 63A after Article 63, by
        adding a new Article 81A after
        Article 81, amending Article 116, by
        deleting Article 121, 165, 167, 169,
        171, 174 entirely and subsitituting
        with a new Article and deleting
        Article 175 entirely

- -------------------------------------------------------------------------------------------------------
CHAROEN POKPHAND FOODS PUBLIC CO LTD                                          Agenda: 700464023
     CUSIP: Y1296K117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/21/2004           ISIN: TH0101010Z14
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to adopt the minutes of the                           Mgmt       No Action         *
        AGM No.1/2003
2.      Acknowledge the report on the Company s                       Mgmt       No Action         *
        operations for the year 2003
3.      Approve the balance sheet and profit                          Mgmt       No Action         *
        and loss statement for the YE 31 DEC
        2003
4.      Acknowledge the interim dividend                              Mgmt       No Action         *
        payment during the year 2003
5.      Approve the appropriation of profit,                          Mgmt       No Action         *
        and approve the annual dividend
        payment for the year 2003
6.      Amend the Memorandum of the                                   Mgmt       No Action         *
        Association in Article 3: the
        objectives of the Company
7.      Appoint the Directors in place of                             Mgmt       No Action         *
        those, who retires by rotation
8.      Appoint the Company s Auditors and                            Mgmt       No Action         *
        approve to fix the remuneration for
        the year 2004
9.      Other business                                                Other      No Action         *


- -------------------------------------------------------------------------------------------------------
CHARTERED SEMICONDUCTOR MANUFACTURING LTD                                     Agenda: 700484847
     CUSIP: Y1297M104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: SG1H23874727
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to adopt the audited accounts                         Mgmt       No Action         *
        of the Company for the YE 31 DEC
        2003, including the reports of the
        Directors and the Auditors
2.A1    Re-elect Mr. Andre Borrel as a                                Mgmt       No Action         *
        Director pursuant to Article 94 of
        the Company s Articles of Association
2.A2    Re-elect Mr. Tay Siew Choon as a                              Mgmt       No Action         *
        Director pursuant to Article 94 of
        the Company s Articles of Association
2.A3    Re-elect Mr. Peter Seah Lim Huat as a                         Mgmt       No Action         *
        Director pursuant to Article 94 of
        the Company s Articles of Association
2.B     Re-elect Mr. Philip Tan Yuen Fah as a                         Mgmt       No Action         *
        Director pursuant to Article 99 of
        the Company s Articles of Association
3.A     Re-appoint Mr. Charles E. Thompson as                         Mgmt       No Action         *
        a Director of the Company, pursuant
        to Section 153(6) of the Companies
        Act, Chapter 5, until the next AGM of
        the Company
3.B     Re-appoint Mr. Robert E. La Blanc as                          Mgmt       No Action         *
        a Director of the Company, pursuant
        to Section 153(6) of the Companies
        Act, Chapter 5, until the next AGM of
        the Company
4.      Re-appoint KPMG as the Company s                              Mgmt       No Action         *
        Auditors and authorize the Directors
        to fix their remuneration
5.      Approve the Directors fees of SGD                             Mgmt       No Action         *
        427,125 for the YE 31 DEC 2003
6.      Approve the Company s Employee Shares                         Mgmt       No Action         *
        Purchase Plan 2004 (the  Chartered
        ESPP 2004 ): (a) the Chartered ESPP
        2004, under which ordinary shares of
        par value SGD 0.26 each in the
        capital of the Company ( ordinary
        shares ) may be purchased by
        participants under the Chartered ESPP
        2004 in accordance with the rules of
        the Chartered ESPP 2004 as specified
        (b) the Directors of the Company be
        authorized: (i) to establish the
        Chartered ESPP 2004, (ii) to
        establish a Committee of Directors to
        administer the Chartered ESPP 2004
        in accordance with the provisions of



        the Chartered ESPP 2004, (iii) to
        modify and/or amend the chartered
        ESPP 2004 from time to time provided
        that such modification and/or
        amendment is effected in accordance
        with the provisions of the chartered
        ESPP 2004 and to do all such acts and
        to enter into all such transactions,
        arrangements and agreements as may
        be necessary or expedient in order to
        give full effect to the chartered
        ESPP 2004, and (iv) to offer and
        grant in accordance with the
        provisions of the chartered ESPP
        2004, and to allot and issue from
        time to time such number of ordinary
        shares as may be required to be
        issued pursuant to the exercise of
7.      Approve the Company s Shares Purchase                         Mgmt       No Action         *
        Plan 2004 for employees of Silicon
        Manufacturing Partners Pte Ltd (the
        SMP ESPP 2004 ) that: (a) the SMP
        ESPP 2004, under which ordinary
        shares may be purchased by
        participants under the SMP ESPP 2004
        in accordance with the rules of the
        SMP ESPP 2004 and (b) the Directors
        of the Company be authorized: (i) to
        establish the SMP ESPP 2004, (ii) to
        establish a Committee of Directors to
        administer the SMP ESPP 2004 in
        accordance with the provisions of the
        SMP ESPP 2004, (iii) to modify
        and/or amend the SMP ESPP 2004 from
        time to time provided that such
        modification and/or amendment is
        effected in accordance with the
        provisions of the SMP ESPP 2004 and
        to do all such acts and to enter into
        all such transactions, arrangements
        and agreements as may be necessary or
        expedient in order to give full
        effect to the SMP ESPP 2004, and (iv)
        to offer and grant in accordance
        with the provisions of the SMP ESPP
        2004, and to allot and issue from
        time to time such number of ordinary
        shares as may be required to be
        issued pursuant to the exercise of
        rights to purchase ordinary shares
8.A     Authorize the Directors to allot and                          Mgmt       No Action         *
        issue shares in the capital of the
        Company pursuant to Section 161 of
        the Companies Act, Chapter 50
8.B     Authorize the Directors to create and                         Mgmt       No Action         *
        issue securities and to allot and



        issue shares in the capital of the
        Company in connection therewith
        pursuant to Section 161 of the
        Companies Act, Chapter 50
8.C     Authorize the Directors to offer and                          Mgmt       No Action         *
        grant options and to allot and issue
        additional shares in the capital of
        the Company pursuant to the exercise
        of options under the Company s Share
        Option Plan 1999

- -------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD                                                    Agenda: 700500071
     CUSIP: Y13213106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/20/2004           ISIN: HK0001000014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited financial                                 Mgmt       No Action         *
        statements and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Elect the Directors                                           Mgmt       No Action         *
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their
5.1     Authorize the Directors, to issue and                         Mgmt       No Action         *
        dispose of additional shares, not
        exceeding 20% of the existing issued
        share capital of the Company at the
        date of the resolution;  Authority is
        valid until the next AGM
5.2     Authorize the Directors to repurchase                         Mgmt       No Action         *
        shares of HKD 0.50 each in the
        capital of the Company during the
        relevant period in accordance with
        all applicable laws and the
        requirements of the Rules Governing
        the Listing of Securities on The
        Stock Exchange of Hong Kong Limited
        or of any other stock exchange, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period within
        which the next AGM of the Company
5.3     Approve to extend the general mandate                         Mgmt       No Action         *
        granted to the Directors of the
        Company to issue and dispose of
        additional shares pursuant to
        Resolution 5.1, by the addition of an
        amount representing the aggregate



        nominal amount of the share capital
        repurchased by the Company pursuant
        to Resolution 5.2, provided that such
        amount does not exceed 10% of the
        aggregate nominal amount of the
        issued share capital of the Company
        at the date of passing

- -------------------------------------------------------------------------------------------------------
CHINA LIFE INS CO LTD                                                         Agenda: 700508039
     CUSIP: Y1477R204                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: CN0003580601
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the report of the                         Mgmt       No Action         *
        Board of Directors of the Company
        for the year 2003
10.     Appoint Mr. Tian Hui, nominated by                            Mgmt       No Action         *
        the Supervisory Committee, as an
        Additional Member of the Supervisory
        Committee of the Company
2.      Receive and approve the report of the                         Mgmt       No Action         *
        Supervisory Committee of the Company
        for the year 2003
3.      Receive and approve the audited                               Mgmt       No Action         *
        financial statements of the Company
        and the Auditors report for the YE
        31 DEC 2003
4.      Re-appoint PricewaterhouseCoopers                             Mgmt       No Action         *
        Zhong Tian CPAs Limited Company, and
        PricewaterhouseCoopers, Certified
        Public Accountants, as the PRC
        auditors and International Auditors
        of the Company for the year 2004 and
        authorize the Board of Directors to
        determine their remuneration
5.      Appoint Mr. Daniel Joseph Kunesh,                             Mgmt       No Action         *
        nominated by the Board of Directors,
        as an Additional Independent Non-
        Executive Director of the Company
6.      Appoint Mr. Sun Shuyi, nominated by                           Mgmt       No Action         *
        the Board of Directors, as an
        Additional Independent Non-Executive
        Director of the Company
7.      Appoint Mr. Cai Rang, nominated by                            Mgmt       No Action         *
        the Board of Directors, as an
        Additional Independent Non-Executive
        Director of the Company
8.      Appoint Mr. Fan Yingjun, nominated by                         Mgmt       No Action         *
        the Board of Directors, as an
        Additional Independent Non-Executive
        Director of the Company
9.      Appoint Mr. Ren Hongbin, nominated by                         Mgmt       No Action         *
        the Supervisory Committee, as an
        Additional Member of the Supervisory
        Committee of the Company



S.11    Amend Article 6, 16, 19, 66, 88, 89,                          Mgmt       No Action         *
        92 and 97 of the Articles of
        Association of the Company
S.12    Authorize the Board of Directors to                           Mgmt       No Action         *
        make such amendments to the Articles
        of Association of the Company as it
        thinks fit so as to increase the
        registered capital of the Company and
        reflect the new capital structure of
        the Company upon the allotment and
        issuance of shares of the Company as
        specified; authorize the Board of
        Directors during the relevant period,
        to separately or concurrently issue,
        allot and deal with additional
        domestic shares and overseas listed
        foreign shares of the Company, and to
        make or grant offers, agreements,
        and option in respect thereof, not
        exceeding 20% of each of the
        aggregate of the nominal amount of
        the domestic shares and overseas
        listed foreign shares of the Company
        in as at the date of passing of this
        resolution;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of 12 month period ; authorize the
        Directors to approve, execute and do
        or procure to be executed and done,
        all such documents, deeds and thing
        as it may consider necessary in
        connection with the issue of such new
        shares including, without
        limitation, determining the time and
        place of issue, making all necessary
        applications to the relevant
        authorities, entering into an
        underwriting agreements (or any other
        agreements) , determining the use of
        proceeds and making all necessary
        filings and registrations with the
        relevant PRC, Hong Kong and other
        authorities, including but not
        limited to registering the increased
        registered capital of the Company
        with the relevant authorities in the
        PRC in accordance with the actual
        increase of capital as a result of
        issuance of shares



- -------------------------------------------------------------------------------------------------------
CHINA OILFIELD SERVICES LTD                                                   Agenda: 700478565
     CUSIP: Y15002101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/27/2004           ISIN: CN0007789299
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the audited financial                                 Mgmt       No Action         *
        statements and the report of the
        Auditors for the YE 31 DEC 2003
2.      Approve a final dividend for the YE                           Mgmt       No Action         *
        31 DEC 2003
3.      Receive and consider the budget for                           Mgmt       No Action         *
        FY 2004
4.      Approve the report of the Directors                           Mgmt       No Action         *
        for the YE 31 DEC 2003
5.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee for the YE 31 DEC 2003
6.      Elect 2 Directors and fix their                               Mgmt       No Action         *
        remuneration
7.      Re-appoint Ernst & Young, Hug Ming                            Mgmt       No Action         *
        and Ernt & Young as the domestic and
        international Auditors of the Company
        for the YE 31 DEC 2004 and authorize
        the Board of Directors of the
        Company to fix their fees

- -------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC                                       Agenda: 700480356
     CUSIP: Y15010104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: CN0005789556
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors of the Sinopec Corp., for
        the YE 31 DEC 2003
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee of Sinopec Corp., for the
        YE 31 DEC 2003
3.      Approve the audited accounts and the                          Mgmt       No Action         *
        audited consolidated accounts of
        Sinopec Corp., for the YE 31 DEC 2003
4.      Approve the Sinopec Corp., s 2003                             Mgmt       No Action         *
        profit appropriation plan and the
        final dividend
5.      Appoint Messrs KPMG Huazhen and KPMG                          Mgmt       No Action         *
        as the PRC and international Auditors
        respectively, of Sinope Corp., for
        2004 and authorize the Board of
        Directors to fix their remuneration
S.1     Authorize the Directors of Sinopec                            Mgmt       No Action         *
        Corp., pursuant to the Company Law of
        the People s Republic of China PRC
        Company Law and the listing rules
        of the relevant Stock Exchanges, to
        issue foreign shares listed overseas
        by conversion of the surplus reserve
        into share capital in accordance with



        the Company Law of the PRC and the
        Articles of Association of Sinopec
        Corp., and to determine the class and
        number of new shares to be issued,
        issue price, starting and closing
        dated for the issue, class and number
        of shares to be issued to the
        existing share holders and the making
        or granting of offers, agreements
        and options during and after the
        relevant period, not exceeding the
        aggregate of 20% of the existing
        overseas listed foreign shares of
        Sinopec Corp.,;  Authority expires
        the earlier of the conclusion of the
        next AGM of the Sinopec Corp., or 12
        months ; authorize the Board of
        Directors, subject to the approval of
        the relevant authorities of the PRC
        and in accordance with Company Law of
        the PRC, to increase the registered
        capital of Sinopec Corp., up to CNY
        90,058,536,600 and to sign the
        necessary documents, complete the
        necessary formalities and take other
        necessary steps to complete the
        allotment and issue and listing of
        new shares; and authorize the Board
        of Directors to make appropriate and
        necessary amendments to Articles 20
        and 23 of the Articles of Association
        after completion of the allotment
        and issue of new shares by the
        Sinopec Corp.,
S.2     Amend Articles of Association and its                         Mgmt       No Action         *
        schedules as : a) addition of
        clauses in relation to external
        guarantees in the Articles of
        Association and its schedules by
        amending Sub-paragraph (8) of Section
        1 of Article 107, Section 2 of
        Article 107, Sub-paragraph (3) of
        Article 13 and Sub-paragraph (8) of
        Section 1 of Article 2 and inserting
        Sub-paragraph (3) after Sub-paragraph
        (2) of Section 4 of Article 33; b)
        addition of clauses in relation to
        shareholders meetings and Board
        meeting in Articles of Association
        and its schedules in accordance with
        Appendix 3 and other provisions of
        the listing rules of the Hong Kong
        Stock Exchange by inserting a section
        in Article 74 as Section 2, and
        amending Sub-paragraph (4) of Article
        100, Sub-paragraph (3) of Article
        101, Section (2) of Article 157 and



        Paragraph 1 of Section 1 of Article
        76, inserting a section in Article 62
        as Section 2 and Section 7 of
        Article 33; and c) amend Articles of
        Association its schedules regarding
        detailed rules on the Work of the
        Secretary of the Board by amending

- -------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC                                       Agenda: 700407186
     CUSIP: Y15010104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/15/2003          ISIN: CN0005789556
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Authorize the Company, within 12                              Mgmt       No Action         *
        months from the date of passing of
        this resolution, to issue corporate
        bonds to citizens holding valid and
        legal proof of identity of the PRC
        and PRC legal persons save for those
        who are prohibited by PRC laws or
        regulations from subscription,
        maturing at 15 years or 20 years,
        with a total issuing amount at CNY
        3.5 billion and at an issue price,
        according to the par value of the
S.2     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company, to deal with all matters
        in connection with the issuance of
        the 03 Sinopec Bonds, including but
        not limited to: a) exercising all the
        powers of the Company, to determine
        the timing and the terms of the issue
        of the 03 Sinopec Bonds; b)
        formulating the offering prospectuses
        for the 03 Sinopec Bonds; c) signing
        material contracts in connection
        with the use of proceeds from the
        issue of the 03 Sinopec Bonds; and d)
        dealing with all other matters in
        connection with the issue of the 03

- -------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC                                       Agenda: 700427001
     CUSIP: Y15010104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/18/2003          ISIN: CN0005789556
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Major On-going Connected                          Mgmt       No Action         *
        Transactions and authorize the Board
        of Directors of Sinopec Corp. to do
        all such further acts and things and
        execute all such further documents
        and take all such steps which in its
        option may be necessary in connection
        with the Major On-going Connected
        Transactions



2.      Approve the De-minimus On-going                               Mgmt       No Action         *
        Connected Transactions and authorize
        the Board of Directors of Sinopec
        Corp. to do all such further acts and
        things and execute all such further
        documents and take all such steps
        which in its option may be necessary
        in connection with the De-minimus On-
        going Connected Transactions

- -------------------------------------------------------------------------------------------------------
CHINA SOUTHERN AIRLINES CO LTD                                                Agenda: 700512874
     CUSIP: Y1503W102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/16/2004           ISIN: CN0009084145
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Amend Article 3, 6, 12, 59, 75, 77,                           Mgmt       No Action         *
        81, 101, 102, 106, 108, 121, 122, 124
        and 171 and Chapter 18 of the
        Articles of Association of the
        Company and authorize the Board of
        Directors to amend appropriately the
        wordings of the above amendment
        proposals and to deal with any other
        matters as required by any PRC
        relevant auditing authorities and the
        listing rules of any stock exchange
        in which the securities of the
1.      Receive the report of the Directors                           Mgmt       No Action         *
        of the Company for the year 2003
2.      Receive the report of the Supervisory                         Mgmt       No Action         *
        Committee of the Company for the
        year 2003
3.      Approve the audited consolidated                              Mgmt       No Action         *
        financial statements of the Company
        for the year 2003
4.      Approve the profit distribution                               Mgmt       No Action         *
        budget of the Company for the year
5.      Appoint KPMG as the international                             Mgmt       No Action         *
        Auditors of the Company for the year
        2004 and KPMG Huazhen as the PRC
        Auditors of the Company for the year
        2004 and authorize the Board to
        determine their remuneration
6.1     Elect Mr. Yan Zhi Qing as an                                  Mgmt       No Action         *
        Executive Director and authorize the
        Board of Directors to determine the
        remuneration thereof
6.10    Elect Mr. Wu Rong Nan as an Executive                         Mgmt       No Action         *
        Director and authorize the Board of
        Directors to determine the
        remuneration thereof



6.11    Elect Mr. Simon To as an Independent                          Mgmt       No Action         *
        Non-Executive Director and authorize
        the Board of Directors to determine
        the remuneration thereof
6.12    Elect Mr. Peter Lok as an Independent                         Mgmt       No Action         *
        Non-Executive Director and authorize
        the Board of Directors to determine
        the remuneration thereof
6.13    Elect Mr. Wei Ming Hai as an                                  Mgmt       No Action         *
        Independent Non-Executive Director
        and authorize the Board of Directors
        to determine the remuneration thereof
6.14    Elect Mr. Wang Zhi as an Independent                          Mgmt       No Action         *
        Non-Executive Director and authorize
        the Board of Directors to determine
        their remuneration thereof
6.15    Elect Mr. Sui Guang Jun as an                                 Mgmt       No Action         *
        Independent Non-Executive Director
        and authorize the Board of Directors
        to determine their remuneration
6.2     Elect Mr. Liu Ming Qi as an Executive                         Mgmt       No Action         *
        Director and authorize the Board of
        Directors to determine the
        remuneration thereof
6.3     Elect Mr. Wang Chang Shun as an                               Mgmt       No Action         *
        Executive Director and authorize the
        Board of Directors to determine the
        remuneration thereof
6.4     Elect Mr. Peng An Fa as an Executive                          Mgmt       No Action         *
        Director and authorize the Board of
        Directors to determine the
        remuneration thereof
6.5     Elect Mr. Wang Quan Hua as an                                 Mgmt       No Action         *
        Executive Director and authorize the
        Board of Directors to determine the
        remuneration thereof
6.6     Elect Mr. Zhao Liu An as an Executive                         Mgmt       No Action         *
        Director and authorize the Board of
        Directors to determine the
        remuneration thereof
6.7     Elect Mr. Zhou Yong Qian as an                                Mgmt       No Action         *
        Executive Director and authorize the
        Board of Directors to determine the
        remuneration thereof
6.8     Elect Mr. Zhou Yong Jin as an                                 Mgmt       No Action         *
        Executive Director and authorize the
        Board of Directors to determine the
        remuneration thereof
6.9     Elect Mr. Xu Jie Bo as an Executive                           Mgmt       No Action         *
        Director and authorize the Board of
        Directors to determine the
        remuneration thereof
7.1     Elect Mr. Sun Xiao Yi as a Member of                          Mgmt       No Action         *
        the Supervisory Committee and
        authorize the Supervisory Committee
        to determine their remuneration



7.2     Elect Mr. Yang Guang Hua as a Member                          Mgmt       No Action         *
        of the Supervisory Committee and
        authorize the Supervisory Committee
        to determine their remuneration
7.3     Elect Mr. Yang Yi Hua as a Member of                          Mgmt       No Action         *
        the Supervisory Committee and
        authorize the Supervisory Committee
        to determine their remuneration
8.      Amend Articles 2, 47 and 51 of the                            Mgmt       No Action         *
        Rules of Procedures for AGM
9.      Amend Articles 21, 22, 33, 35, 54,                            Mgmt       No Action         *
        62, 65, 87, 90, 91 and 100 of the
        Rules of Procedures for the Board of

- -------------------------------------------------------------------------------------------------------
CHINA SHIPPING DEVELOPMENT CO LTD                                             Agenda: 700498151
     CUSIP: Y1503Y108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/10/2004           ISIN: CN0008932385
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the 2003 report of the Board                          Mgmt       No Action         *
        of Directors of the Company
2.      Approve the 2003 report of the                                Mgmt       No Action         *
        Supervisory Committee of the Company
3.      Approve the 2003 audited financial                            Mgmt       No Action         *
        report of the Company
4.      Approve the profit distribution plan                          Mgmt       No Action         *
        of the Company for 2003
5.      Approve the remuneration of the                               Mgmt       No Action         *
        Directors and the Supervisors of the
        Company for 2004
6.      Re-appoint Shanghai Zhonghun Huying                           Mgmt       No Action         *
        C.P.A. and Ernst & Young as the
        Domestic and International Auditors
        of the Company for 2004 respectively;
        and authorize the Directors to fix
        their remuneration
7.      Appoint Mr. Sun Zhitang as a Director                         Mgmt       No Action         *
        of the Company
8.      Approve the establishment of the                              Mgmt       No Action         *
        Audit Committee of the Board of
        Directors of the Company
9.      Approve the establishment of the                              Mgmt       No Action         *
        Strategy Committee of the Board of
        Directors of the Company
S.10    Approve to amend Articles 7, 72, 97,                          Mgmt       No Action         *
        148, 152, 153 of the Articles of
        Association of the Company in order
        to reflect (i) the relevant
        provisions of Appendix 3 to The Rules
        Governing the Listing of Securities



        on the Stock Exchange of Hong Kong
        Limited which came into effect on 31
        MAR 2004; and (ii) the requirements
        stipulated by, Article 31 of the
        Guidelines for Corporate Governance
        of Listed Companies

- -------------------------------------------------------------------------------------------------------
CHINA SHIPPING DEVELOPMENT CO LTD                                             Agenda: 700447558
     CUSIP: Y1503Y108                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 3/9/2004            ISIN: CN0008932385
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve, confirm and ratify the                               Mgmt       No Action         *
        agreement dated 08 JAN 2004 between
        the Company and China Shipping
        (Group) Company Holding Company
        Supplemental Agreement which is
        supplemental to the revised services
        agreement between the Company and
        Holding Company on 03 APR 2001
        Revised Services Agreement and the
        on-going connected transactions
        referred to in the Revised Services
        Agreement and authorize the Directors
        of the Company to do all such
        further acts and things and execute
        all such further documents

- -------------------------------------------------------------------------------------------------------
CHINA TELECOM CORP LTD                                                        Agenda: 700426996
     CUSIP: Y1505D102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/15/2003          ISIN: CN0007867483
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the conditional sale and                              Mgmt       No Action         *
        purchase agreement dated 26 OCT 2003
        the Acquisition Agreement , between
        the Company and China
        Telecommunications Corporation,
        pursuant to which, inter alia, China
        Telecommunications Corporation has
        agreed to sell and the Company agreed
        to purchase, the target assets at a
        purchase price of CNY 46,000 million
        comprising: a) CNY 11,000 million
        payable in cash at completion of the
        acquisition; and b) CNY 35,000
        million to be paid on the date
        falling 10 years from completion of
        the acquisition; and authorize the
        Directors of the Company to do all
        such further acts and things and
        execute such further documents and
        take all such steps which in their
        opinion as may be necessary,



        desirable or expedient to implement
        and/or give effect to the terms of
        the Acquisition Agreement
2.      Approve, subject to the passing of                            Mgmt       No Action         *
        ordinary Resolution number 1 of this
        meeting being proposed, the
        prospective connected transactions
        set out in Sections 10.1(b), 10.2(a),
        10.2(e) and 10.2(f) as described in
        the paragraph headed Connected
        Transactions under the Section Letter
        from the Chairman, of the circular
        of the Company dated 27 OCT 2003,
        which the Company expects to occur on
        a regular and continuous basis in
        the ordinary and usual course of
        business of the Company, its
        subsidiaries and the Target Group, as
        the case may be, together with the
        Combined Group s relevant upper
        limits; and authorize the Directors
        of the Company to do all such further
        acts and things and execute such
        further documents and take all such
        steps which in their opinion as may
        be necessary, desirable or expedient
        to implement and/or give effect to
        the terms of such prospective
        connected transactions
S.3     Approve to amend, subject to the                              Mgmt       No Action         *
        passing of ordinary Resolution number
        1 of this meeting being proposed,
        the service areas of the Company
        stipulated in Article 13 of the
        Articles of Association of the
        Company from 4 provinces namely
        Shanghai, Guandong, Jiangsu and
        Zhejiang to 10 provinces namely
        Shanghai, Guandong, Jiangsu,
        Zhejiang, Anhui, Fujian, Jiangxi,
        Guangxi, Chongquing and Sichuan, to
        reflect the change in the service
        areas of the Company as a result of
        the acquisition referred to in the
        ordinary Resolution number 1; and
        authorize the Directors to take all
        such actions which in their opinion
        are necessary or desirable to
        complete the procedures for the
        approval

- -------------------------------------------------------------------------------------------------------
CHINA TELECOM CORP LTD                                                        Agenda: 700472486
     CUSIP: Y1505D102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 5/3/2004            ISIN: CN0007867483
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



S.1     Authorize the Directors of the                                Mgmt       No Action         *
        Company to issue and allot up to
        8,317,560,515 New H Shares the New H
        Shares , which comprises i) up to
        7,561,418,650 New H Shares
        representing approximately 10% of the
        current registered share capital of
        the Company the Primary Shares and
        ii) up to 756,141,865 New H Shares
        representing 10% of the 7,561,418,650
        Primary Shares to be issued and
        allotted upon conversion of up to
        756,141,865 existing domestic shares
        held by PRC state shareholders the
        Secondary Shares to comply with the
        provisional measures on the
        administration of the reduction of
        the state owned shares for raising
        social security funds subject to the
        following: a) the number of Secondary
        Shares actually issued and allotted
        upon conversion from domestic shares
        shall be 10% of the number of Primary
        Shares actually issued and allotted
        by the Company at any time and from
        time to time pursuant to this special
        resolution; b) any issue and
        allotment of the New H Shares
        pursuant to this special resolution
        shall be made on such terms and
        conditions as the Directors of the
        Company or a duly authorized
        committee thereof approve to be
        appropriate and in the best interests
        of the Company and subject to other
        conditions, including size, timing
        and price, as mentioned in this
        special resolution; c) the price at
        which any or all of the New H Shares
        may be issued and allotted by the
        Directors of the Company pursuant to
        this special resolution shall be
        determined by reference to the
        prevailing market price of the H
        Shares at the time of offering and
        all other relevant market
        considerations; such price will in
        any event be within a range of 20%
        below or above the prevailing market
        price of the H Shares of the Company
        at the time of the offering; d) the
        net proceeds from any such issue and
        allotment of the Primary Shares shall
        wholly fund the Company s potential
        acquisition; if the potential
        acquisition does not proceed for



        whatever reason, any net proceeds
        raised from the issue and allotment
        of the Primary Shares pursuant to the
        new issue will be used for the
        Company s other similar possible
        strategic acquisition; pending such
        use, the Company will invest such net
        proceeds in certificates of deposit,
        US Government securities or certain
        other interest-bearing securities or
        place such net proceeds in bank
        deposits; any use, investment or
        deposit of the net proceeds as
        mentioned above other than for the
        potential acquisition will have been
        reviewed and approved by the
        Independent Non-Executive Directors
        of the Company; e) any New H Shares
        to be issued and allotted shall be
        offered to investors who are
        independent of and not connected with
        any Promoter, Director, Supervisor,
        Chief Executive or substantial
        shareholder of the Company or any of
        its subsidiaries or an Associate of
        any of them, in full compliance with
        the rules and regulations of the
        Listing Rules and all applicable
        laws; f) approval of the issue and
        allotment of the New H Shares shall
        be obtained from the holders of H
        shares by way of special resolution
        at a separate class meeting of
        holders of H shares and from the
        holders of domestic shares of the
        Company by way of special resolution
        at a separate class meeting of
        holders of domestic shares; g)
        approvals for the issue and allotment
        of the New H Shares shall be
        obtained from all relevant PRC
        governmental and regulatory
        authorities; and h) the authority to
        the Directors of the Company to the
        issue and allotment the New H Shares
S.2     Authorize the Directors of the                                Mgmt       No Action         *
        Company to increase the registered
        capital of the Company and to make
        such appropriate and necessary
        amendments to the Articles of the
        Association of the Company as they
        think fit to reflect the registered
        capital of the Company following the
        issue and allotment of any or all of
        the New H Shares as the Directors of
        the Company may in their discretion
        decide to issue



S.3     Approve that, subject to the passing                          Mgmt       No Action         *
        of S.1 above, the shareholders of the
        Company, for the avoidance of doubt,
        waive their pre-emptive rights if
        any over any or all of the New H
        Shares which may be issued and
        allotted pursuant to S.1

- -------------------------------------------------------------------------------------------------------
CHINA TELECOM CORP LTD                                                        Agenda: 700495321
     CUSIP: Y1505D102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/9/2004            ISIN: CN0007867483
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
O.1     Approve the conditional sale and                              Mgmt       No Action         *
        purchase agreement dated 13 APR 2004
        Acquisition Agreement between the
        Company and China Telecommunications
        Corporation, pursuant to which, inter
        alia, China Telecommunications
        Corporation has agreed to sell, and
        the Company has agreed to purchase,
        the entire equity interests in each
        of the Target Companies at a purchase
        price of CNY 27,800 million
        comprising: (a) an initial cash
        consideration of CNY 8,340 million
        payable in cash at completion of the
        acquisition; and (b) a deferred
        consideration of CNY 19,460 million
        to be paid on or before the date
        falling ten years from completion of
        the acquisition
O.2     Approve, subject to the passing of                            Mgmt       No Action         *
        Ordinary Resolution 1, the
        prospective connected transactions as
        specified, which the Company expects
        to occur on a regular and continuous
        basis in the ordinary and usual
        course of business of the Company,
        its subsidiaries and the Target
        Group, as the case may be, together
        with the Combined Groups relevant
        aggregate annual values for the
        engineering agreements, community
        services agreements and ancillary
        telecommunications services
        agreements and the absence of an
        aggregate annual value for the
        interconnection agreement, and
        authorize the Directors of the
        Company to do all such further acts
        and things and execute such further
        documents and take all such steps
        which in their opinion may be
        necessary, desirable or expedient to
        implement



S.3     Approve, subject to the passing of                            Mgmt       No Action         *
        Ordinary Resolution , that the
        service areas of the Company
        stipulated in Article 13 of the
        Articles of Association of the
        Company is amended from ten provinces
        autonomous regions, municipalities
        directly under the central government,
        namely Shanghai, Guangdong,
        Jiangsu, Zhejiang, Anhui, Fujian,
        Jiangxi, Guangxi, Chongqing and
        Sichuan to twenty provinces
        autonomous regions, municipalities
        directly under the central government,
        namely Shanghai, Guangdong,
        Jiangsu, Zhejiang, Anhui, Fujian,
        Jiangxi, Guangxi, Chongqing, Sichuan,
        Hubei, Hunan, Hainan, Guizhou,
        Yunnan, Shaanxi, Gansu, Qinghai,
        Ningxia and Xinjiang to reflect the
        change in the service areas of the
        Company, and authorize the Directors
        of the Company to take all actions
        which in their opinion are necessary
        or desirable to complete the
        procedures for the approval and/or
        registration or filing of the afore
        mentioned amendments to the Articles
S.4     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by: (a) restating Article
        6; (b) adding the paragraph to the
        end of the Article 65; (c) replacing
        the second paragraph of Article 95

- -------------------------------------------------------------------------------------------------------
CLP HOLDINGS LTD                                                              Agenda: 700459983
     CUSIP: Y1660Q104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: HK0002007356
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a final and a special final                           Mgmt       No Action         *
        dividend
3.      Elect the Directors                                           Mgmt       No Action         *
4.      Re-appoint the Auditors                                       Mgmt       No Action         *
S.5     Amend the Company s Articles of                               Mgmt       No Action         *
        Association by: (a) deleting few
        words in Article 76(B); (b) adding a



        new Article 76(C) after Article
        76(B); (c) deleting few lines in
        Article 91; (d) adding a few words in
        Article 94; (e) deleting the first
        sentence in Article 97(A); (f)
        deleting the 2nd line in Article
        97(A); (g) deleting Article 97(B) and
        replacing it with a new Article
        97(B); (h) adding a few words in
        Article 97(C); (i) deleting a few
        words in Article 97(D); (j) deleting
        a few words in Article 97(E); (k)
        deleting a few words in Article 103;
        (l) deleting a few words in Article
        106; (m) deleting a few words in
        Article 110; (n) deleting a few words
        in Article 112(A); (o) deleting
        Article 112(B)
6.      Approve that the Executive Directors                          Mgmt       No Action         *
        enter into the rotation of Directors
        over the course of up to 3 AGM s in
        the order of seniority, being
        elegible for re-elections
7.      Re-elect the Executive Directors                              Mgmt       No Action         *
8.      Approve to fix the remuneration of                            Mgmt       No Action         *
        the Chairman, the Vice Chairmen and
        the other Non-Executive Directors at
        the sum of HKD 280,000, HKD 220,000
        and HKD 200,000 each respectively for
        each FY, effective 01 JUL 2004 and
        payable on a pro rate basis for the
        FYE 31 DEC 2004; approve to pay
        additional remuneration to Non-
        executive Directors who serve on the
        Board Committees of the Company as
        prescribed , for each FY, effective
        01 JUL 2004 and payable on a pro rate
        basis for the FYE 31 DEC 2004
9.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company otherwise than
        pursuant to: i) a rights issue; or
        ii) the exercise of any share option
        scheme or similar arrangement; or
        iii) any scrip dividend or similar
        arrangement;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM is to be held by law



10.     Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase shares of HKD
        0.55 each in the capital of the
        Company during the relevant period,
        in accordance with all the applicable
        laws and the requirements of Rules
        Governing the Listing of Securities
        on The Stock Exchange of Hong Kong
        Limited, not exceeding 10% of the
        aggregate nominal amount of the
        issued share capital of the Company;
        Authority expires the earlier of the
        conclusion of the AGM
11.     Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 9 and 10, to add the
        aggregate nominal amount of the share
        capital of the Company repurchased
        by the Company pursuant to Resolution
        9, to the aggregate nominal amount
        of the share capital of the Company
        that may be allotted

- -------------------------------------------------------------------------------------------------------
COMFORTDELGRO CORPORATION LTD                                                 Agenda: 700493911
     CUSIP: Y1690R106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: SG1N31909426
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the audited accounts for
        the FYE 31 DEC 2003 together with the
        Auditors report
10.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50 and the listing rules of
        the Singapore Exchange Securities
        Trading Limited, to allot and issue
        shares in the Company by way of
        rights, bonus or otherwise , the
        aggregate number of shares issued not
        exceeding 50% of the issued share
        capital of the Company, of which the
        aggregate number of shares to be
        issued other than on a pro-rata basis
        to the existing shareholders of the
        Company does not exceed 20% of the
        issued share capital of the Company
        and the percentage of issued share
        capital shall be calculated based on
        the Company s issued share capital at
        the date of passing of this
        resolution after adjusting for new
        shares arising from the conversion of
        convertible securities or employee
        share options on issue and any



        subsequent consolidation or
        subdivision of shares;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the date of the next AGM
11.     Authorize the Directors in accordance                         Mgmt       No Action         *
        with the rules and terms of the
        Comfortdelgro Employees Share Option
        Scheme to allot and issue time to
        time number of share in the Company
        provided that the aggregate number of
        shares to be issued shall not exceed
        15% of the total issued share
        capital of the Company
2.      Declare a final dividend of 12.25%                            Mgmt       No Action         *
        per share less income tax for the YE
        31 DEC 2003
3.      Approve the payment of Directors                              Mgmt       No Action         *
        fees of SGD 377,891 for the YE 31 DEC
4.      Re-elect Mr. Lim Jit Poh as a                                 Mgmt       No Action         *
5.      Re-elect Mr. Kua Hong Pak as a                                Mgmt       No Action         *
6.      Re-elect Mr. Tow Heng Tan as a                                Mgmt       No Action         *
7.      Re-elect Mr. David Wong Chin Huat as                          Mgmt       No Action         *
        a Director
8.      Re-appoint Meesrs Deloitte and Touche                         Mgmt       No Action         *
        as the Auditors and authorize the
        Directors to fix their remuneration
9.      Transact any other ordinary business                          Other      No Action         *

- -------------------------------------------------------------------------------------------------------
DATANG INTL PWR GENERATION CO LTD                                             Agenda: 700515351
     CUSIP: Y20020106                         Meeting Type: CLS
    Ticker:                                   Meeting Date: 6/22/2004           ISIN: CN0009060798
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.1     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve the
        Company s issue of not more than
        1,000,000,000 A shares pursuant to
        the A share issue



1.2     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve the
        Company s private placing in the form
        of state-owned legal person shares,
        which are provisionally prohibited
        from listing and trading, of
        301,704,761 and 92,358,500 state-
        owned legal person shares to China
        Datang Corporation and Tianjin
        Jinnberg Investment Company
        respectively out of the total amount
        of A shares to be issued by the
        Company pursuant to the A share issue
1.3     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve the
        Company s issue of not more than
        605,936,639 A shares to the public
        out of the total amount of A shares
        to be issued by the Company pursuant
        to the A share issue state in point
1.4     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00



        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve that the
        A shares to be issued by the Company
        pursuant to the A share issue be of
        par value of RMB 1.00
1.5     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve that the
        A shares to be issued by the Company
        to the public be applied to be
        listed on the Shanghai Stock Exchange
1.6     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve that the
        A shares to be issued by the Company
        to the public pursuant to the A
        share issue be issued to natural
        persons and institutional investors
        within the PRC  except those
        prohibited by PRC laws and
        regulations
1.7     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to



        the public be listed on the Shanghai
        Stock Exchange; and approve the
        proposal in relation to the share of
        accumulated profits among the new and
        old shareholders of the Company
        after the completion of the A share
1.8     Approve the Company s application for                         Mgmt       No Action         *
        the issue of not more than
        1,000,000,000 Renminbi RMB
        denominated ordinary shares A shares
        comprising a private placing of A
        shares made to China Datang
        Corporation and Tianjin Jinnedg
        Investment Company and a public offer
        of A shares to the public A shares
        issue and that the A shares to be
        issued be of a par value of RMB 1.00
        each and the A shares to be issued to
        the public be listed on the Shanghai
        Stock Exchange; and approve to
        authorize the Board of Directors of
        the Company to make final decision in
        relation to the A share issue, sign
        all such agreements and/or documents,
        carry out all such procedures and
        take all such actions as deemed
        necessary, in connection with the
        completion of the A share issue as
        well as the execution and completion
        of the procedures for the listing on
        the Shanghai Stock Exchange of such
        portion of share to be issued to the
        public in the PRC after the
        completion of the A share issue
2.      Approve that all decisions made by                            Mgmt       No Action         *
        the Company in relation to the A
        share issue, i.e., all points in
        Resolution 1, be valid for 1 year
        from the date of passing of the
        relevant resolutions at the
        forthcoming H shares class meeting
        and being approved at an EGM and the
        domestic share class meeting

- -------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD                                                        Agenda: 700492212
     CUSIP: Y20246107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: SG1L01001701
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the Directors                             Mgmt       No Action         *
        report and the audited accounts for
        the YE 31 DEC 2003 and the Auditors
        report thereon
2A.     Declare a final dividend of 16 cents                          Mgmt       No Action         *
        per ordinary share, less income tax
        for the YE 31 DEC 2003



2B.     Declare a final dividend of 16 cents                          Mgmt       No Action         *
        per non-voting convertible preference
        share, less income tax for the YE 31
        DEC 2003
2C.     Declare a final dividend of 16 cents                          Mgmt       No Action         *
        per non-voting redeemable convertible
        preference share, less income tax
        for the YE 31 DEC 2003
3.      Approve to sanction the amount of SGD                         Mgmt       No Action         *
        647,851 proposed as the Directors
        fees for 2003
4.      Appoint Messrs. Ernst and Young as                            Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Directors to fix their
5A.a    Re-elect Mr. S. Dhanabalan as a                               Mgmt       No Action         *
        Director, who retires under Article
        95 of the Company s Articles of
        Association
5A.b    Re-elect Mr. Bernard Chen Tien Lap as                         Mgmt       No Action         *
        a Director, who retires under
        Article 95 of the Company s Articles
        of Association
5A.c    Re-elect Mr. Fock Siew Wah as a                               Mgmt       No Action         *
        Director, who retires under Article
        95 of the Company s Articles of
        Association
5B.a    Re-elect Mr. Kwa Chong Seng as a                              Mgmt       No Action         *
        Director, who retires under Article
        101 of the Company s Articles of
        Association
5B.b    Re-elect as Mr. N.R. Narayana Murthy                          Mgmt       No Action         *
        as a Director, who retires under
        Article 101 of the Company s Articles
        of Association
5B.c    Re-elect Mr. Frank Wong Kwong Shing                           Mgmt       No Action         *
        as a Director, who retires under
        Article 101 of the Company s Articles
        of Association
5C.     Re-appoint Mr. Thean Lip Ping as a                            Mgmt       No Action         *
        Director, who retires pursuant to
        Section 153(2) of the Companies Act,
        chapter 50
6A.     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to offer and grant
        options in accordance with the
        provisions of the DBSH Share Option
        Plan and to allot and issue from time
        to time such number of ordinary
        shares of SGD 1.00 each in the
        capital of the Company DBSH ordinary
        shares as may be required to be
        issued pursuant to the exercise of



        the options under the DBSH Share
        Option Plan provided always that the
        aggregate number of new DBSH ordinary
        shares to be issued pursuant to the
        DBSH Share Option Plan and DBSH
        Performance Share Plan shall not
        exceed 15% of the issued share
6B.     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to offer and grant awards
        in accordance with the provisions of
        the DBSH Performance Share Plan and
        to allot and issue from time to time
        such number of DBSH ordinary shares
        as may be required to be issued
        pursuant to the vesting of awards
        under the DBSH Performance Share
        Plan, provided always that the
        aggregate number of new DBSH ordinary
        shares to be issued pursuant to the
        DBSH Performance Share Plan and DBSH
        Share Option Plan shall not exceed
        15% of the issued share capital of
        the Company from time to time
6C.     Authorize the Directors of the                                Mgmt       No Action         *
        Company, pursuant to Section 161 of
        the Companies Act, Chapter 50 and the
        listing rules of the Singapore
        Exchange Securities Trading Limited
        SGX-ST , to issue shares in the
        Company by way of rights, bonus or
        otherwise at any time and upon such
        terms and conditions and for such
        purposes and to such persons as the
        Directors may in their absolute
        discretion deem fit provided that,
        the aggregate number of shares issued
        not exceeding 50% of the issued
        share capital of the Company, of
        which the aggregate number of shares
        to be issued other than on a pro-rata
        basis to the shareholders of the
        Company does not exceed 20% of the
        issued share capital of the Company
        and the percentage of issued share
        capital of the Company shall be
        calculated based on the Company s
        issued share capital at the date of
        passing of this resolution after
        adjusting for new shares arising from
        the conversion or exercise of
        convertible securities or share
        options or vesting of share awards
        which are outstanding or subsisting
        at the time of this resolution is
        passed and any subsequent
        consolidation or subdivision of
        shares; and in exercising the



        authority conferred by this
        resolution the Company shall comply
        with the provisions of the Listing
        Manual of the SGX-ST for the time
        being in force  unless such
        compliance has been waived by the
        SGX-ST and the Articles of
        Association for the time being of the
        Company;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company

- -------------------------------------------------------------------------------------------------------
DELTA ELECTRONICS (THAILAND) PUBLIC CO LTD                                    Agenda: 700459654
     CUSIP: Y20266154                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/29/2004           ISIN: TH0528010Z18
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of AGM no.1/2003,                         Mgmt       No Action         *
        held on 17 MAR 2003
2.      Acknowledge the operation result of                           Mgmt       No Action         *
        the Company in 2003
3.      Approve the financial statements for                          Mgmt       No Action         *
        the year ended as at 31 DEC 2003 as
        well as the Auditor s report
4.      Consider the re-election of the                               Mgmt       No Action         *
        Directors and Audit Committee member
        whose terms were up, as the Directors
        of the Company and approve the
        remuneration
5.      Consider the appointment of External                          Mgmt       No Action         *
        Auditor and approve the audit fee for
        year 2004
6.      Approve the payment of bonus to                               Mgmt       No Action         *
        Directors
7.      Approve the dividend payment for the                          Mgmt       No Action         *
        fiscal year 2003
8.      Approve the amendments and additional                         Mgmt       No Action         *
        of the Company Article
9.      Consider other business(if any)                               Other      No Action         *

- -------------------------------------------------------------------------------------------------------
DRB-HICOM BHD                                                                 Agenda: 700407655
     CUSIP: Y2075V100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/18/2003           ISIN: MYL1619OO005
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        financial statements for the FYE 31
        MAR 2003, together with the Directors
        and the Auditors reports thereon



2.      Approve a first and final dividend of                         Mgmt       No Action         *
        2.0 sen gross per share less income
        tax of 28% for the FYE 31 MAR 2003
3.      Approve the payment of the Directors                          Mgmt       No Action         *
        fees for the FYE 31 MAR 2003
4.      Re-elect Dr. Tan Sri Dato Seri Mohd.                          Mgmt       No Action         *
        Salen Sulong as a Director, who
        retires in accordance with the
        Company s Articles of Association
5.      Re-elect Mr. Dato Maznah Abdul Jalil                          Mgmt       No Action         *
        as a Director, who retires in
        accordance with the Company s
        Articles of Association
6.      Re-elect Mr. Dato Mohd. Nor Mohamad                           Mgmt       No Action         *
        as a Director, who retires in
        accordance with the Company s
        Articles of Association
7.      Re-elect Mr. Dato B. Bhaskaran                                Mgmt       No Action         *
        Pillai as a Director, who retires in
        accordance with the Company s
        Articles of Association
8.      Re-elect Major General (R) Dato Amir                          Mgmt       No Action         *
        Baharudin as a Director, who retires
        in accordance with the Company s
        Articles of Association
9.      Re-appoint Mr. Dato Haji Mohamad Nor                          Mgmt       No Action         *
        Mohamad as a Director of the Company
        until the next AGM of the Company,
        who retires in accordance with
        Section 129 of the Companies Act,
10.     Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers as the
        Auditors and authorize the Directors
        to fix their remuneration
11.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 132D of the Companies Act,
        1965 and the DRB-HICOM Berhad
        Employees Share Option Scheme the
        Scheme as approved at the EGM of the
        Company held on 26 APR 2000, to
        issue shares in the Company at any
        time and in accordance with the terms
       and conditions of the Scheme
12.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 132D of the Companies Act,
        1965 and subject always to the
        Companies Act, 1965 and the approvals
        of the relevant governmental and/or
        regulatory authorities, to issue
        shares in the Company at such price,
        upon such terms and conditions, for
        such purposes and to such person or
        persons as the Directors may deem fit



        provided that the aggregate number
        of shares issued pursuant to this
        resolution does not exceed 10% of the
        issued share capital of the Company
        and to obtain approval from the Kuala
        Lumpur Stock Exchange for the
        listing of and quotation for the
        additional shares so issued;
        Authority expires at the conclusion
       of the next AGM of the Company

- -------------------------------------------------------------------------------------------------------
ELECTRICITY GENERATING PUBLIC CO LTD                                          Agenda: 700478072
     CUSIP: Y22834116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/26/2004           ISIN: TH0465010013
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THE PARTIAL AND                              Non-       No Action         *
        SPLIT VOTING ARE ALLOWED. THANK YOU                          Voting
1.      Approve the minutes of the                                    Mgmt       No Action         *
        shareholders EGM No. 1/2004 hold on
        23 FEB 2004
2.      Approve the Board of Directors                                Mgmt       No Action         *
        annual report for the year 2003 and
        acknowledge the payment of the
        interim dividend
3.      Approve the balance sheet and the                             Mgmt       No Action         *
        statement of income loss as at 31
        DEC 2003
4.      Approve the appropriation of the net                          Mgmt       No Action         *
        profit and the payment of the
5.      Appoint the Auditors and determine                            Mgmt       No Action         *
        the audit fee
6.      Amend the Article 36(3) of the                                Mgmt       No Action         *
        Company s Articles of Association
7.      Elect the Directors to replace the                            Mgmt       No Action         *
        retiring Directors and to determine
        the remuneration
8.      Other matters                                                 Other      No Action         *

- -------------------------------------------------------------------------------------------------------
ELECTRICITY GENERATING PUBLIC CO LTD                                          Agenda: 700450365
     CUSIP: Y22834116                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 2/23/2004           ISIN: TH0465010013
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of the                                    Mgmt       No Action         *
        shareholders AGM No. 1/2003 held on
        30 APR 2003
2.      Approve the amendment to Clause 7 of                          Mgmt       No Action         *
        the Company s Articles of Association
        by substituting 45% for 49%



3.      Transact any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
FRASER & NEAVE LTD                                                            Agenda: 700390773
     CUSIP: Y2642C114                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 7/29/2003           ISIN: SG1M29902574
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve, pursuant to Article 53 of                            Mgmt       No Action         *
        the Articles of Association of the
        Company and subject to the
        confirmation of the High Court of the
        Republic of Singapore: A) that the
        authorized share capital of the
        Company be reduced from SGD 500
        million divided into 500 million
        ordinary shares of SGD1.00 each to
        SGD 450 million divided into 500
        million ordinary shares of SGD 0.90
        each and such reduction be effected
        by reducing the paid-up capital of
        the Company by a maximum of SGD 26.9
        million to the extent of SGD 0.10 on
        each ordinary shares, and by reducing
        the par value of each of issued and
        unissued ordinary shares, from SGD
        1.00 to SGD 0.90; B) the subdivision
        and consolidation of shares subject
        to and forthwith upon that: I) all of
        the issued and unissued ordinary
        shares of SGD 0.90 each in the
        capital of the Company be subdivided
        in such manner that every 1 of the
        said ordinary shares shall constitute
        90 ordinary shares of SGD 0.01 each
        and the par value of each ordinary
        shares be reduced from SGD 0.90 to
        SGD 0.01, II) all of the issued and
        unissued ordinary shares of SGD 0.01
        each created pursuant to the
        subdivision of ordinary shares of SGD
        0.90 each be consolidated in such
        manner that every 100 of the said
        ordinary shares shall constitute one
        ordinary shares of SGD 1.00 any
        fraction of an ordinary shares shall
        be disregarded, and the par value of
        each of the ordinary shares be
        increased from SGD 0.01 to SGD 1.00,
        III) the authorized ordinary share
        capital of the Company be restored to
        its former capital of SGD 500
        million divided into 500 million
        ordinary shares of SGD 1.00 each by
        creating such number of ordinary
        shares of SGD 1.00 each, being the



        difference between 500 million
        ordinary shares of SGD 1.00 each and
        the aggregate number of ordinary
        shares of SGD 1.00 each arising from
        the consolidation of ordinary shares,
        and IV) authorize the Directors to
        dispose or deal with the aggregate
        number of ordinary shares
        representing fractional interests
        arising from the consolidation of the
        ordinary shares, in such manner and
        for such purpose as they deem fit in
        the interests of the Company, and to
        give instructions for the disposal of
        or dealing with such ordinary shares
        and to authorize any person to
        execute any instrument of transfer in
        relation to such ordinary shares; C)
        to reduce the of share premium
        account subject to and forthwith upon
        the S.1(A) and S.1(B) taking effect,
        the sum standing to the credit of
        the share premium account of the
        Company be reduced by a maximum sum
        of SGD 149.4 million, and that such
        reduction be effected by returning
        SGD 5.57 in cash for each issued and
        fully paid-up ordinary share in the
        capital of the Company which is
        cancelled pursuant to S.1(A) and S.1
        (B); D) subject to and forthwith upon
        the S.1 (A) S.1(B) and S.1(C) taking
        effect a maximum sum of SGD 53.7
        million forming part of the revenue
        reserve of the Company be capitalized
        and applied in paying up in full at
        par for a maximum of 53,639,092
        unissued ordinary shares of SGD 1.00
        each in the capital of the Company,
        and the additional shares be allotted
        and issued credited as fully paid-up
        to the holders of ordinary shares in
        the capital of the Company in the
        proportion of 2 additional shares for
        every 1 ordinary shares held by them
        which is cancelled pursuant to
        S.1(A) and S.1(B), and forthwith upon
        the allotment and issue of the
        additional shares, the additional
        shares be cancelled in their
        entirety, and the maximum sum of SGD
        53.7 million arising from such
        cancellation be returned to the
        respective holders of the additional
        shares on the basis of SGD 1.00 for
        each additional shares so cancelled;
        and E) authorize the Directors and



        each of them to do all acts and
        things and to execute all such
        documents as they or he may consider
        necessary
S.2     Approve, pursuant to Article 53 of                            Mgmt       No Action         *
        the Articles of Association of the
        Company and subject to the
        confirmation of the High Court of the
        Republic Of Singapore: A) that the
        issued and paid-up capital of the
        Company be reduced by: I) canceling
        (1) a maximum of 4,597,192 of the
        issued and fully paid-up ordinary
        share of SGD 1.00 each in the capital
        of the Company or (2) a minimum of
        4,137,471 of the issued and fully
        paid-up ordinary shares of SGD 1.00
        each in the capital of the Company
        held by, and II) canceling all of the
        7,402,808 issued and fully paid-up
        ordinary shares of SGD 1.00 each in
        the capital of the Company held by
        the subsidiaries of Overseachinese
        Banking Corporation Limited OCBC
        namely, Eastern Realty Co Limited,
        OCBC Holdings Private Limited and
        Orient Holdings Private Limited,
        excluding the issued and fully paid-
        up ordinary share of SGD 1.00 each
        in the capital of the Company held by
        such subsidiaries which are to be
        cancelled, the maximum sum of SGD 12
        million arising from such reduction
        of issued and paid-up capital be
        returned to the OCBC Group Companies
        on the basis of SGD 1.00 for each
        ordinary shares of SGD 1.00 in the
        capital of the Company held by each
        OCBC Group Company so cancelled; B)
        reduction of share premium account
        subject to and forthwith upon the
        preceding paragraph S.2(A) taking
        effect, the sum standing to the
        credit of the share premium account
        of the Company be reduced by a
        maximum sum of SGD 61.8 million and
        that such reduction be effected by
        returning SGD 5.15 in cash to the
        OCBC Group Companies for each
        relevant shares which is cancelled
        pursuant to S.2 (A), C) subject to
        and forthwith upon S.2 (A) and S.2
        (B) taking effect: I) a maximum sum
        of SGD 24 million forming part of the
        revenue reserve of the Company be
        capitalized and applied in paying up
        in full at par for a maximum of



        24,000,000 unissued ordinary shares
        of SGD 1.00 each in the capital of
        the Company, the new shares be
        allotted and issued credited as fully
        paid-up to the OCBC Group Companies,
        in the proportion of 2 new shares
        for every 1 relevant share which is
        cancelled pursuant to S.1 (A), and
        II) forthwith upon the allotment and
        issue of the new shares , the new
        shares be cancelled in their
        entirety, and the maximum sum of SGD
        24 million arising from such
        cancellation be returned to the OCBC
        Group Companies on the basis of SGD
        1.00 for each new share so cancelled,
        and D) authorize the Directors and
        each of them to do all acts and
        things and to execute all such
        documents as they or he may consider

- -------------------------------------------------------------------------------------------------------
FRASER & NEAVE LTD                                                            Agenda: 700446809
     CUSIP: Y2642C122                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 1/29/2004           ISIN: SG1O43912722
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the report of the                           Mgmt       No Action         *
        Directors and the audited accounts
        for the YE 30 SEP 2003
2.      Approve a final dividend of 30 cents                          Mgmt       No Action         *
        per share, after deduction of
        Singapore tax, for the YE 30 SEP 2003
3.a     Re-appoint Dr. Michael Fam as a                               Mgmt       No Action         *
        Director of the Company, pursuant to
        Section 153(6) of the Companies Act,
        Chapter 50
3.b     Re-appoint Mr. Lee Ek Tieng as a                              Mgmt       No Action         *
        Director of the Company, pursuant to
        Section 153(6) of the Companies Act,
        Chapter 50
3.c     Re-appoint Mr. Ho Tian Yee as a                               Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
3.d     Re-appoint Dr. Lee Tih Shih, as a                             Mgmt       No Action         *
        Director of the Company, who retires
        by rotation
3.e     Re-appoint Mr. Nicky Tan Ng Kuang as                          Mgmt       No Action         *
        a Director of the Company
4.      Approve the Directors fees of SGD                             Mgmt       No Action         *
        547,000 for the YE 30 SEP 2004
5.      Re-appoint the Auditors for the                               Mgmt       No Action         *
        ensuing year and authorize the
        Directors to fix their remuneration



6.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50 and the listing rules of
        the Singapore Exchange Securities
        Trading Limited, to allot and issue
        shares in the Company by way of
        rights, bonus or otherwise , the
        aggregate number of shares issued not
        exceeding 50% of the issued share
        capital of the Company, of which the
        aggregate number of shares to be
        issued other than on a pro-rata basis
        to the existing shareholders of the
        Company does not exceed 20% of the
        issued share capital of the Company
        and the percentage of issued share
        capital shall be calculated based on
        the Company s issued share capital at
        the date of passing of this
        resolution after adjusting for new
        shares arising from the conversion of
        convertible securities or employee
        share options on issue and any
        subsequent consolidation or
        subdivision of shares;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the date of the next AGM
7.      Authorize the Directors to allot and                          Mgmt       No Action         *
        issue such number of shares in the
        capital of the Company as may be
        required to be issued pursuant to the
        exercise of options under the Fraser
        and Neave Limited Executives Share
        Option Scheme
8.      Authorize the Directors to offer and                          Mgmt       No Action         *
        grant options in accordance with the
        provisions of the Fraser and Neave
        Limited Executives Share Option
        Scheme 1999  1999 Scheme and to
        allot and issue such shares as may be
        issued pursuant to the exercise of
        options under the 1999 Scheme, the
        aggregate number of shares issued
        pursuant to the 1999 Scheme shall not
        exceed 15 %. of the issued share
        capital of the Company
9.      Transact any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
GOLDEN HOPE PLANTATIONS BHD                                                   Agenda: 700394997
     CUSIP: Y2747L118                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 8/11/2003           ISIN: MYL1953OO008
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the joint venture between                             Mgmt       No Action         *
        Golden Hope Development SB, a wholly
        owned subsidiary of Golden Hope
        Plantations BHD, and Negara
        Properties Smarthome SB, a wholly
        owned subsidiary of Negara
        Properties (M) BHD, to jointly
        develop Bangi Estate which consists
        of 3 parcels of freehold land, all in
        the mukim of Kajang, and 1 parcel of
        freehold land in the mukim of
        Semenyih, all in the district of Hulu
        Langat, Selangor Darul Ehsan
2.      Approve the joint venture between                             Mgmt       No Action         *
        Golden Hope Development SB, a wholly
        owned subsidiary of Golden Hope
        Plantations BHD, and Melawati
        Development SB, a wholly owned
        subsidiary of Negara Properties (M)
        BHD, to jointly develop Old
        Lunderston Estate which consists of 7
        parcels of freehold land, all in the
        mukim of Teluk Panglima Garang,
        Kajang, and 1 parcel of freehold land
        in the mukim of Tanjung Duabelas,
        all in the district of Kuala Langat
3.      Approve the joint venture between                             Mgmt       No Action         *
        Golden Hope Development SB, a wholly
        owned subsidiary of Golden Hope
        Plantations BHD, and Melawati
        Development SB, a wholly owned
        subsidiary of Negara Properties (M)
        BHD, to jointly develop part of Kota
        Bayuemas which consists of 3 parcels
        of freehold land, all in the mukim of
        and district of Klang, Selangor
4.      Approve the joint venture between                             Mgmt       No Action         *
        Golden Hope Development SB, a wholly
        owned subsidiary of Golden Hope
        Plantations BHD, and Negara Property
        Realty SB, a wholly owned subsidiary
        of Negara Properties (M) BHD, to
        jointly develop part of Kota Seriemas
        which consists of 24 parcels of
        freehold land in mukim of Labu,
        District of Seremban, Negeri Sembilan

- -------------------------------------------------------------------------------------------------------
HANG LUNG PROPERTIES LTD                                                      Agenda: 700424586
     CUSIP: Y30166105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/13/2003          ISIN: HK0101000591
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive and consider the financial                            Mgmt       No Action         *
        statements and reports of the
        Directors and Auditors for the year
        ended 30 JUN 2003
2.      Declare a final ordinary dividend                             Mgmt       No Action         *
3.      Re-elect the Directors; and authorize                         Mgmt       No Action         *
        the Board of Directors to fix
        Directors fees
4.      Re-appoint the Auditors                                       Mgmt       No Action         *
5.A     Approve that: (a) subject to                                  Mgmt       No Action         *
        paragraphs (b) and (c) below, the
        exercise by the Directors of the
        Company during the Relevant Period of
        all the powers of the Company to
        purchase shares in the capital of the
        Company be and is hereby generally
        and unconditionally approved; (b) the
        aggregate nominal amount of ordinary
        shares of HKD 1 each in the capital
        of the Company (Ordinary Shares)
        which may be purchased by the Company
        on The Stock Exchange of Hong Kong
        Limited or on any other stock
        exchange recognized for this purpose
        by the Securities and Futures
        Commission and The Stock Exchange of
        Hong Kong Limited under the Hong Kong
        Code on Share Repurchases pursuant
        to the approval in paragraph (a)
        above shall not exceed 10% of the
        aggregate nominal amount of the
        Ordinary Shares in the share capital
        of the Company in issue at the date
        of passing this Resolution, and the
        said approval shall be limited
        accordingly; (c) the aggregate
        nominal amount of convertible
        cumulative preference shares of HKD
        7,500 each in the capital of the
        Company (Convertible Preference
        Shares) which may be purchased by the
        Company on The Stock Exchange of
        Hong Kong Limited, Societe de la
        Bourse de Luxembourg (Luxembourg
        Stock Exchange) or on any other stock
        exchange recognized for this purpose
        by the Securities and Futures
        Commission and The Stock Exchange of
        Hong Kong Limited under the Hong Kong
        Code on Share Repurchases pursuant
        to the approval in paragraph (a)
        above shall not exceed 10% of the
        aggregate nominal amount of the
        Convertible Preference Shares in the



        share capital of the Company in issue
        at the date of passing this
        Resolution, and the said approval
        shall be limited accordingly; and (d)
        for the purpose of this Resolution,
        Relevant Period means the period from
        the passing of this Resolution until
        whichever is the earlier of: (i) the
        conclusion of the next AGM of the
        Company; (ii) the expiration of the
        period within which the next AGM of
        the Company is required by law to be
        held; and (iii) the revocation or
        variation of the authority given
        under this Resolution by ordinary
        resolution of the shareholders
5.B     Approve that: (a) subject to                                  Mgmt       No Action         *
        paragraph (c) below, pursuant to
        Section 57B of the Companies
        Ordinance, the exercise by the
        Directors of the Company during the
        Relevant Period of all the powers of
        the Company to allot, issue and deal
        with additional shares in the capital
        of the Company and to allot, issue
        or grant securities convertible into
        shares in the capital of the Company
        or options, warrants or similar
        rights to subscribe for any such
        shares or such convertible securities
        and to make or grant offers,
        agreements and options which might
        require the exercise of such powers
        be and it is hereby generally and
        unconditionally approved; (b) the
        approval in paragraph (a) above shall
        authorize the Directors of the
        Company during the Relevant Period to
        allot, issue or grant securities
        convertible into shares in the
        capital of the Company and to make or
        grant offers, agreements and options
        which might require the exercise of
        such powers after the end of the
        Relevant Period; (c) the aggregate
        nominal amount of share capital
        allotted or agreed conditionally or
        unconditionally to be allotted
        (whether pursuant to an option or
        otherwise) by the Directors of the
        Company pursuant to the approval in
        paragraph (a) above, otherwise than
        pursuant to (i) a Rights Issue, (ii)
        the exercise of rights of
        subscription under the terms of any
        warrants issued by the Company or the
        exercise of rights of conversion



        attaching to any Convertible
        Preference Shares, (iii) any option
        scheme or similar arrangement for the
        time being adopted for the grant or
        issue to officers and/or employees of
        the Company and/or any of its
        subsidiaries of shares or rights to
        acquire shares of the Company or (iv)
        any scrip dividend or similar
        arrangement providing for the
        allotment of shares in lieu of the
        whole or part of a dividend on shares
        of the Company in accordance with
        the Articles of Association of the
        Company, shall not exceed the
        aggregate of: (aa) in the case of
        Ordinary Shares, 20% of the aggregate
        nominal amount of the Ordinary
        Shares in the share capital of the
        Company in issue at the date of
        passing this Resolution plus (bb) in
        the case of Convertible Preference
        Shares, 20% of the aggregate nominal
        amount of the Convertible Preference
        Shares in the share capital of the
        Company in issue at the date of
        passing this Resolution plus (cc) if
        the Directors are so authorized by a
        separate ordinary resolution of the
        shareholders of the Company set out
        as Resolution No. 5C in the Notice of
        the Meeting, the nominal amount of
        the share capital of the Company
        repurchased by the Company subsequent
        to the passing of this Resolution,
        up to a maximum equivalent to 10 % in
        the case of Ordinary Shares, the
        aggregate nominal amount of the
        Ordinary Shares in issue at the date
        of passing this Resolution and in the
        case of Convertible Preference
        Shares, the aggregate nominal amount
        of the Convertible Preference Shares
        in issue at the date of passing this
        Resolution, and the said approval
        shall be limited accordingly; and (d)
        for the purpose of this Resolution:
        Rights Issue means an offer of shares
        or other securities open for a
        period fixed by the Directors of the
        Company to holders of shares of the
        Company or any class thereof on the
        register on a fixed record date in
        proportion to their then holdings of
        such shares or class thereof (subject
        to such exclusion or other
        arrangements as the Directors of the



        Company may deem necessary or
        expedient in relation to fractional
        entitlements or having regard to any
        restrictions or obligations under the
        laws
5.C     Authorize the Directors of the                                Mgmt       No Action         *
        Company to exercise the powers of the
        Company referred to in paragraph (a)
        of the resolution set out as
        Resolution No. 5B in the Notice of
        the Meeting in respect of the share
        capital of the Company referred to in
        sub-paragraph (cc) of paragraph (c)
        of such Resolution
6.      Transact any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
HANG SENG BANK LTD                                                            Agenda: 700465049
     CUSIP: Y30327103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/22/2004           ISIN: HK0011000095
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the statement of                          Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Elect the Directors                                           Mgmt       No Action         *
3.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors to fix their
4.      Appoint a Managing Director                                   Mgmt       No Action         *
5.      Authorize the Directors to repurchase                         Mgmt       No Action         *
        shares up to 10% of the issued share
        capital
6.      Authorize the Directors to issue                              Mgmt       No Action         *
        additional shares not exceeding in
        aggregate, except in certain specific
        circumstances such as pursuant to a
        rights issue or scrip dividend
        scheme, 20% of the issued share
        capital  5% where the shares are to
        be allotted wholly for cash

- -------------------------------------------------------------------------------------------------------
HENDERSON LAND DEVELOPMENT CO LTD                                             Agenda: 700418305
     CUSIP: Y31476107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/1/2003           ISIN: HK0012000102
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        statement of the accounts and the
        reports of the Directors and the
        Auditors for the YE 30 JUN 2003



2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect the retiring Director and                            Mgmt       No Action         *
        approve to fix the Directors
        remuneration
4.      Re-appoint the Auditors                                       Mgmt       No Action         *
5.A     Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase ordinary shares
        of HKD 2.00 each in the capital of
        the Company during the relevant
        period, on The Stock Exchange of Hong
        Kong Limited or any other stock
        exchange on which the shares of the
        Company have been or may be listed
        and recognized by the Securities and
        Futures Commission for such purposes,
        subject to and in accordance with
        all applicable laws and regulations
        of the Rules Governing the Listing of
        Securities on the stock exchange,
        not exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company; and
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM of
        the Company is to be held by law
5.B     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares of the Company and
        make or grant offers, agreements and
        options during and after the
        relevant period, not exceeding 20% of
        the aggregate nominal amount of the
        issued share capital of the Company
        otherwise than pursuant to: i) a
        rights issue; or ii) any option
        scheme or similar arrangement; or
        iii) an issue of shares in the
        Company upon the exercise of the
        subscription rights attaching to any
        warrants which may be issued by the
        Company; or iv) any scrip dividend
        pursuant to the Articles of
        Association of the Company; and
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM
5.C     Approve to extend the general mandate                         Mgmt       No Action         *
        granted to the Directors to allot,
        issue and deal with additional shares
        pursuant to Resolution 5.B by an
        amount representing the aggregate



        nominal amount of the share in the
        capital of the Company repurchased
        pursuant to Resolution 5.A, provided
        that such amount does not exceed 10%
        of the aggregate nominal amount of
        the issued share capital of the
        Company at the date of passing
5.D     Approve, pursuant to the general                              Mgmt       No Action         *
        mandates given in ordinary resolution
        5.B and 5.C, to allot and issue of
        all or any of the shares of the
        Company, provided that the aggregate
        nominal amount of the share capital
        of the Company shall not exceed HKD
        3,600,000,000, to increase the
        authorized share capital of the
        Company from time to time immediately
        prior to the said allotment and
        issue to such amount up to but not
        exceeding HKD 4,200,000,000 as the
        Directors deem necessary or expedient
        by the creation of the appropriate
        number of additional new ordinary
        shares of HKD 2.00 each up to but not
        exceeding 300,000,000
S.6     Amend the Company s Articles of                               Mgmt       No Action         *
        Association: a) by deleting the words
        in item (i) in Article 2 and
        substitute with a new words; by
        deleting the words in item (iii) in
        Article 2 and substitute with a new
        words; by adding a new definitions to
        Article 2; b) by adding a new
        paragraph to the end of Article 38;
        c) by deleting the words from Article
        16, 20 and 41(i) and substitute with
        a new words; d) by deleting the
        words from Article 96A and substitute
        with a new words; by deleting the
        word before the words clearing house
        nominee from Article 96A; e) by
        deleting Article 133 in its entirety
        and substitute with a new paragraph;
        f) by deleting the words from Article
        141 and the marginal note to Article
        171 and substituting with new words
        Hong Kong ; and by adding sentence
        immediately following the words in
        writing in Article 170; by adding
        the sentence immediately following
        the words registered address as
        aforesaid in Article 170

- -------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS CO LTD                                                  Agenda: 700492375
     CUSIP: Y33370100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/5/2004            ISIN: HK0003000038
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive and approve the statement of                          Mgmt       No Action         *
        accounts for the YE 31 DEC 2003 and
        the reports of the Directors and the
        Auditors thereon
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect the Directors                                        Mgmt       No Action         *
4.      Re-appoint PricewaterhouseCoopers as                          Mgmt       No Action         *
        the Auditors of the Company and
        authorize the Directors to fix their
        remuneration
5.      Approve the Director s fee of HKD                             Mgmt       No Action         *
        130,000 per annum and the Chairman s
        fee of an additional HKD 130,000 per
        annum
6.1     Authorize the Directors to purchase                           Mgmt       No Action         *
        shares in the capital of the Company
        during the relevant period, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM is to be held by law or in
        accordance with the Articles of
        Association of the Company
6.2     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements, options and warrants
        during and after the relevant period,
        not exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company otherwise than
        pursuant to a rights issue;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM is
        to be held by law or in accordance
        with the Articles of Association
6.3     Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 6.1 and 6.2, to
        extend the general mandate granted to
        the Directors to allot, issue and
        deal with the shares pursuant to
        Resolution 6.2, by an amount
        representing the aggregate nominal
        amount of the share capital



        repurchased pursuant to Resolution
        6.1, provided that such amount does
        not exceed 10% of the aggregate
        nominal amount of the issued share
        capital of the Company
S.6.4   Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by: amending Article 69,
        adding a New Article 79A after
        Article 79, amending Articles 81, 93,
        105(G), 105(H), 105(I) and 105(K)

- -------------------------------------------------------------------------------------------------------
HONGKONG ELECTRIC HOLDINGS LTD                                                Agenda: 700474656
     CUSIP: Y33549117                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: HK0006000050
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the statement of                          Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect the retiring Directors                               Mgmt       No Action         *
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their
5.      Approve to pay HKD 50,000 as                                  Mgmt       No Action         *
        remuneration to the Members of the
        Audit Committee of the Board of
        Directors effective 01 JAN 2004
6.      Authorize the Directors to issue and                          Mgmt       No Action         *
        dispose of the additional shares of
        the Company during the relevant
        period, not exceeding 20% of the
        existing issued share capital of the
        Company;  authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within the next AGM is
        required by law to be held
7.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase shares of HKD
        1.00 each in the capital of the
        Company during the relevant period,
        in accordance with the Rules
        Governing the Listing of Securities
        on The Stock Exchange of Hong Kong
        Limited Stock Exchange , not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company;  authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period



8.      Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 6 and 7, to extend
        the general mandate granted to the
        Directors to allot, issue and deal
        with the shares pursuant to
        Resolution 6, by an amount
        representing the aggregate nominal
        amount of the share capital
        repurchased pursuant to Resolution 7,
        provided that such amount does not
        exceed 10% of the aggregate nominal
        amount of the issued share capital of
        the Company at the date of passing
S.9     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company as follows: (a) by adding
        a new definition in Article 2; (b)
        by inserting a few words in Article
        85; (c) by amending Articles 107(3),
        107(3)(a), (c), (d), (f), (g) and
        (h), by adding a few words in
        107(3)(a), by adding a few words in
        107(3)(b), by deleting a few words in
        107(3)(d), by deleting the existing
        Article 107(3)(e) and substituting it
        with a new Article 107(3)(e), by
        inserting a few words in Article
        107(3)(g) and by inserting a few
        words in Article 107(3)(h); (d) by
        deleting a few words in Article 110;
        (e) by inserting a few words in
        Article 116; (f) by deleting the
        existing Article 120 and substituting
        it with a new Article 120; (g) by
        deleting a few words in Article 122;
        (h) by deleting the existing Article
        169





                                                                        
- -------------------------------------------------------------------------------------------------------
HONG KONG EXCHANGES AND CLEARING LTD                                          Agenda: 700466217
     CUSIP: Y3506N105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: HK0388009489
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT IN ORDER TO SELECT                           Non-       No Action         *
        WHICH TWO CANDIDATES WILL BE ELECTED                         Voting
        DIRECTORS, THE RESOLUTIONS THEMSELVES
        CONTAIN A METHOD OF DETERMINING
        SUPPORT FOR A CANDIDATE. EACH
        RESOLUTION FOR THE APPOINTMENT OF
        DIRECTOR TO BE PROPOSED AT THE AGM
        WILL PROVIDE AS FOLLOWS: THAT SUBJECT
        TO THE NUMBER OF NET VOTES CAST IN
        RELATION TO THIS RESOLUTION (NET
        VOTES BEING VOTES CAST IN FAVOUR
        MINUS VOTES CAST AGAINST THIS
        RESOLUTION) BEING AMONG THE TWO



        HIGHEST NUMBER OF NET VOTES CAST ON
        EACH OF THE RESOLUTIONS FOR THE
        APPOINTMENT OF A PERSON AS A DIRECTOR
        OF THE COMPANY AT THE AGM TO BE HELD
        ON 31MAR2004, (NAME OF CANDIDATE) BE
        AND IS HEREBY APPOINTED AS DIRECTOR
        OF THE COMPANY WITH EFFECT FROM THE
        CONCLUSION OF THE AGM, PROVIDED THAT
        IF ANY TWO OR MORE OF SUCH
        RESOLUTIONS RECORD THE SAME NUMBER OF
        NET VOTES (THE TIED RESOLUTONS ),
        THE RANKING OF THE TIED RESOLUTIONS
        FROM HIGHEST TO LOWEST NUMBER OF NET
        VOTES SHALL BE DETERMINED BY THE
        DRAWING OF LOTS BY THE CHAIRMAN
1.      Receive and approve the audited                               Mgmt       No Action         *
        accounts for YE 31 DEC 2003 together
        with reports of the Directors and the
        Auditors thereon
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Declare a special dividend                                    Mgmt       No Action         *
4.1     Elect Mr. John Estmond Strickland as                          Mgmt       No Action         *
        a Director
4.2     Elect Mr. Wong Si Hung Oscar as a                             Mgmt       No Action         *
        Director
5.      Re-appoint the Auditors                                       Mgmt       No Action         *
6.A     Authorize the Directors of HKEx,                              Mgmt       No Action         *
        pursuant to Section 57B of the
        Companies Ordinance, to allot, issue
        and deal with additional shares of
        HKD 1.00 each in the capital of HKEx
        and to make or grant offers,
        agreements and options including
        bonds, warrants and debentures
        convertible into shares of HKEx ,
        subject to and in accordance with the
        requirements of the Rules Governing
        the Listing of Securities on the
        Stock Exchange, during and after the
        relevant period, not exceeding 20% of
        the aggregate nominal amount of the
        issued share capital of the Company
        at the date of passing this
        resolution, otherwise than pursuant
        to i) a rights issue; or ii) an issue
        of shares as scrip dividend pursuant
        to the Articles of Association of
        HKEx from time to time; iii) exercise
        of rights or subscription or
        conversion under the terms of any
        warrant or other securities issued by
        the Company carrying a right to



        subscribe for or purchase shares in
        the Company; iii) an issue of shares
        under any option scheme of the
        Company or similar arrangement; iv)
        an issue of shares in HKEx upon the
        exercise of the subscription rights
        attaching to any warrants issued by
        HKEx provided that the issue of such
        warrants;  Authority expires the
        earlier of the conclusion of the next
        AGM of HKEx or the expiration of the
        period within which the next AGM
6.B     Authorize the Directors to repurchase                         Mgmt       No Action         *
        shares of HKEx on the Stock Exchange
        of Hong Kong Limited Stock Exchange
        or any other stock exchange on
        which the securities of the Company
        may be listed and recognized by the
        Securities and Futures Commission and
        the Stock Exchange for this purpose,
        during the relevant period, subject
        to and in accordance with all
        applicable laws and/or requirements
        of the rules governing the listing of
        securities on the Stock Exchange or
        any other stock exchange, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of HKEx at the date of
        passing this resolution;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period within
        which the next AGM of HKEx
6.C     Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 6.I and 6.II, to
        extend the general mandate granted to
        the Directors of the Company to
        allot, issue and deal with additional
        shares, pursuant to Resolution 6.I
        by adding thereto an amount
        representing the aggregate nominal
        amount of the share capital of the
        Company repurchased by HKEx pursuant
        to Resolution 6.II, provided that
        such amount does not exceed 10% of
        the aggregate nominal amount of the
        issued share capital of the Company
        at the date of passing
6.D     Approve that a remuneration of HKD                            Mgmt       No Action         *
        100,000 be paid to each of the Non-
        Executive Directors of HKEx at the
        conclusion of the next AGM of HKEx
        for the period from the conclusion of
        this meeting to the conclusion of
        the next AGM of HKEx, provided that



        such remuneration be paid in
        proportion to the period of service
        in the case if a Director who has not
        served the entire period
6.E     Approve, conditional upon: a) the                             Mgmt       No Action         *
        passing of Resolution 3; b) the per
        share amount of such special cash
        dividend payable to shareholders of
        HKEx being not less than 2% of the
        closing price of the shares of HKEx
        on the Stock Exchange as stated in
        the Stock Exchange s daily quotations
        sheet on the day the announcement of
        the proposal to pay such special
        cash dividend is published in Hong
        Kong newspapers or, if such day is
        not a trading day, the first trading
        day thereafter; and c) obtaining the
        consent of the relevant option
        holder, to i) that the subscription
        price per share pre-listing option
        subscription price and the contract
        size for the unexercised portion of
        each option that has been granted
        under the pre-listing share option
        scheme Pre-Listing Share Option
        Scheme of HKEx adopted on 31 MAY
        2000 but not fully exercised on the
        date of passing of this resolution
        and ii) the subscription price per
        share Post-Listing Option
        Subscription Price and the contract
        size for the unexercised portion of
        each option that has been granted
        under the share option scheme Post
        Listing Share Option Scheme of HKEx
        adopted on 31 MAY 2000 and amended on
        17 APR 2002 but not fully exercised
        on the date of passing of this
        resolution, be adjusted as
        prescribed; and for the avoidance of
        any doubt, any refusal to give
        consent on the party of an option
        holder shall not affect the
        adjustment of the Pre-Listing Option
        Subscription Price, the Post-Listing
        Subscription Price
S.6.F   Approve, subject to the written                               Mgmt       No Action         *
        approval of the Securities and
        Futures Commission pursuant to
        Section 67 of the Securities and
        Futures Ordinance, to: a) amend
        Article 2 of the Articles of
        Association of HKEx by adding a new
        definition; b) delete Article 70(1)
        of the Articles of Association of
        HKEx and replace it with a new



        Article 70(1); c) add a new Article
        79A; d) deleting Article 90(2)(b) of
        the Articles of Association and
        replacing it with a new Article
        90(2)(b); e) delete Article 94(1) of
        the Articles of Association of HKEx
        and replacing it with a new Article
        94(1); f) deleting Article 95(h) of
        the Articles of Association of HKEx
        and replacing it with a new Article
        95(h); and g) delete Article 101(7)
        to (10) of the Articles

- -------------------------------------------------------------------------------------------------------
HOPEWELL HOLDINGS LTD                                                         Agenda: 700411642
     CUSIP: Y37129148                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 10/21/2003          ISIN: HK0054007841
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        financial statements and the reports
        of the Directors and the Auditors for
        the YE 30 JUN 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect the Directors and approve to                         Mgmt       No Action         *
        fix the Directors fees
4.      Re-appoint the Auditors                                       Mgmt       No Action         *
5.1     Authorize the Directors to repurchase                         Mgmt       No Action         *
        ordinary shares of the Company
        during the relevant period, on The
        Stock Exchange of Hong Kong Limited
        or any other stock exchange on which
        the shares of the Company have been
        or may be listed and recognized by
        the Securities and Futures Commission
        of Hong Kong and the stock exchange
        for such purposes, subject to and in
        accordance with all applicable laws
        and requirements of the Rules
        Governing the Listing of securities
        on the stock exchange or of any other
        stock exchange, not exceeding 10% of
        the aggregate nominal amount of the
        issued share capital of the Company
        at the date of passing of this
        Resolution; and Authority expires
        the earlier of the conclusion of the
        next AGM of the Company or the
        expiration of the period within which
        the next AGM of the Company
5.2     Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares of the Company



        and make or grant offers, agreements
        and options during and after the
        relevant period, not exceeding 20% of
        the aggregate nominal amount of the
        issued share capital of the Company,
        otherwise than pursuant to Articles
        of Association of the Company or
        pursuant to a rights issue or
        pursuant to exercise of any rights of
        subscription or conversion under any
        existing warrants, bonds,
        debentures, notes and other
        securities issued by the company or
        pursuant to any share option scheme;
        and Authority expires the earlier of
        the conclusion of the next AGM of
        the Company or the expiration of the
        period within which the next AGM
5.3     Approve to extend the general mandate                         Mgmt       No Action         *
        granted to the Directors to allot
        shares pursuant to Resolution 5.2, by
        an amount representing the aggregate
        nominal amount of the share capital
        of the Company repurchased pursuant
        to Resolution 5.1, provided that such
        amount does not exceed 10% of the
        aggregate nominal amount of the
        issued share capital of the Company
        at the date of passing

- -------------------------------------------------------------------------------------------------------
HUADIAN POWER INTERNATIONAL CORPORATION LTD                                   Agenda: 700522091
     CUSIP: Y3738Y101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/29/2004           ISIN: CN0009185819
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors of the Company for the year
        2003
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee of the Company for the
        year 2003
3.      Approve the audited financial                                 Mgmt       No Action         *
        statements of the Company and the
        Auditors report for the year 2003
4.      Approve the Company s profit                                  Mgmt       No Action         *
        distribution proposal for the year
5.      Appoint KPMG, Certified Public                                Mgmt       No Action         *
        Accountants and KPMG Huazhen as
        International Auditors of the
        Company, for the FYE 31 DEC 2004 and
        authorize the Board of Directors of
        the Company to determine their
6.      Other matters                                                 Other      No Action         *


S.1     Approve that, a) resolution passed at                         Mgmt       No Action         *
        the 2002 AGM of the Company held on
        24 JUN 2003 relating to the proposal
        of the Company to issue to
        individuals and institutional
        investors in the PRC and to China
        Huadian Corporation Renminbi RMB
        denominated domestic ordinary shares
        A shares with a nominal value of
        RMB 1.00 each and to list such A
        shares to be issued to the public in
        the PRC on the Shanghai Stock
        Exchange proposed A share issue and
        will be refreshed for a 1 year
        period in the same structure and
        manner and in essentially identical
        terms as those passed at the 2002
        AGM; and b) with China Huadian
        Corporation and any of its associates
        abstaining from voting; and the
        resolution passed at the 2002 AGM
        relating to the Company s proposal
        regarding its intended use
S.2     Approve the Company s proposal                                Mgmt       No Action         *
        regarding its intended use of
        proceeds to be raised from the
        proposed A share issue
S.3     Approve that, the amendments proposed                         Mgmt       No Action         *
        to made to the Articles of
        Association of the Company in
        connection with, and to cater for,
        the proposed A share issue
S.4     Amend paragraph (1) of the Article                            Mgmt       No Action         *
        23; amend 63, 70, 71 and the second
        paragraph under Article 91; by adding
        the new paragraph second under
        Article 69 and as a new paragraph
        under Article 86; and by adding new
        paragraph second immediately
        following the first paragraph under
        Article 124 of the Articles of
        Association

- -------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC                                               Agenda: 700486942
     CUSIP: Y3744A105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: CN0009115410
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the working report from the                           Mgmt       No Action         *
        Board of Directors of the Company for
        year 2003
2.      Approve the working report from the                           Mgmt       No Action         *
        Supervisory Committee of the Company
        for the year 2003



3.      Approve the audited financial                                 Mgmt       No Action         *
        statements of the Company for the
        year 2003
4.      Re-appoint PricewaterhouseCoopers                             Mgmt       No Action         *
        Zhong Tian CPAs Company Limited as
        the PRC Auditors of the Company and
        PricewaterhouseCoopers as the Company s
        International Auditors for 2004,
        with a total remuneration of USD 1.58
        million
5.      Approve that each Independent                                 Mgmt       No Action         *
        Director shall be paid an annual
        allowance of RMB 60,000  tax
        exclusive  by two installments; that
        the Company shall reimburse to the
        Independent Directors all their
        expenses including traveling
        expenses and administrative expenses
        reasonably incurred by them for the
        purpose of attending the meetings of
        Board of Directors and shareholders
        meetings and performing their duties
        as required by the relevant laws and
        under the Company s Articles of
        Association; and that the Company
        shall not provide any other benefits
6.      Approve that: having been audited by                          Mgmt       No Action         *
        PricewaterhouseCoopers Zhong Tian
        CPAs Company Limited and
        PricewaterhouseCoopers the Company s
        net profit under the PRC GAAP,
        International Financial Reporting
        Standards and US GAAP were RMB
        5,457,142,551, RMB 5,430,407,607 and
        RMB 5,470,041,000 respectively; that
        10% and 7.5% of the net profit for
        the year 2003 of the Company under
        the PRC GAAP RMB 5,457,142,551
        should be appropriated to the
        statutory surplus reserve fund and
        the statutory public welfare fund
        respectively
7.      Approve that: as at 31 DEC 2003, the                          Mgmt       No Action         *
        Company s additional paid-in capital
        and surplus reserve fund under the
        PRC GAAP were RMB 10,403,229,361 and
        RMB 4,374,668,188 respectively; and
        on the basis that the Company s total
        issued share capital being
        6,027,671,200 shares as at the year
        end of 2003, the Company will issue
        additional new shares on the basis of
        5 new shares for every 10 existing
        ordinary shares to its shareholders
        by conversion of reserve fund
8.      Amend the Articles of Association                             Mgmt       No Action         *



- -------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC                                               Agenda: 700512848
     CUSIP: Y3744A105                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 6/15/2004           ISIN: CN0009115410
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the acquisition of 40%                                Mgmt       No Action         *
        interest in Hebei Hanfeng Power
        Generation Limited Liability Company
        and 90% interest in Jiaggangshan
        Huaneng Power Generation Limited
        Liability Company held by China
        Huaneng Group by the Company and the
        agreement for transfer of Huaneng
        Group Interest
2.      Approve the acquisition of 55%                                Mgmt       No Action         *
        interest in Huaneng Hunan Yueyang
        Power Generation Limited Liability
        Company, 60% interest in Huaneng
        Chongqing Luohuang Power Generation
        Limited Liability Company and the
        entire assets and liabilities of
        Huaneng International Power
        Development Corporation Yingkou
        Branch Company and the agreement for
        Transfer of HIPDC Interest
3.      Approve the guarantee arrangements                            Mgmt       No Action         *
        and agreements between Hebei Hanfeng
        Power Generation Limited Liability
        Company, Jinggangshan Huaneng Power
        Generation Limited Liability Company
        and China Huaneng Group and subject
        to the completion of the acquisition
        and the transfer of 10% interest in
        Jinggangshan Huaneng Power Generation
        Limited Liability Company held by
        Jiangxi Province Investment
        Corporation to the Company, the
        Company s taking up of the existing
        guarantee of Jinggangshan Huaneng
        Power Generation Limited Liability
        Company originally provided by China
        Huaneng Group
4.      Approve the entrusted loan                                    Mgmt       No Action         *
        arrangement between Huaneng Hunan
        Yueyang Power Generation Limited
        Liability Company, Huaneng
        International Power Development
        Corporation and China Huaneng Finance
        Company, the entrusted loan
        arrangement in respect of Yingkou
        Power Plant between the Company,
        Huaneng International Power



        Development Corporation and China
        Huaneng Finance Company, the
        arrangement between the Company and
        Huaneng International Power
        Development Corporation regarding the
        account payables of Yingkou Power
        Plant and the arrangement regarding
        the foreign loan between Huaneng
        International Power Development
        Corporation and Huaneng Chongqing
        Luohuang Power Generation Limited
5.      Approve the loan and deposit                                  Mgmt       No Action         *
        arrangement between Jinggangshan
        Huaneng Power Generation Limited
        Liability Company and China Huaneng
        Finance Company and subject to the
        completion of the Acquisition and the
        transfer of 10% interest in
        Jinggangshan Huaneng Power Generation
        Limited Liability Company held by
        Jiangxi Province Investment
        Corporation to the Company, the
        Company s taking up of the aforesaid
        rights and obligations of
        Jinggangshan Huaneng Power Generation
        Limited Liability Company and the
        deposit arrangement between Huaneng
        Chongqing Luohuang Power Generation
        Limited Liability Company, Huaneng
        Hunan Yueyang Power Generation
        Limited Liability Company and China
        Huaneng Group

- -------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD                                                         Agenda: 700504029
     CUSIP: Y38024108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/20/2004           ISIN: HK0013000119
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the statement of                         Mgmt       No Action         *
        accounts and reports of the
        Directors and the Auditors for the YE
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Elect the Directors                                           Mgmt       No Action         *
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their
5.1     Authorize the Director to issue and                           Mgmt       No Action         *
        dispose of additional ordinary shares
        of the Company not exceeding 20% of
        the existing issued ordinary share
        capital of the Company



5.2     Authorize the Director, during the                            Mgmt       No Action         *
        relevant period, to repurchase
        ordinary shares of HKD 0.25 each in
        the capital of the Company in
        accordance with all applicable laws
        and the requirements of the Rules
        Governing the Listing of Securities
        on The Stock Exchange of Hong Kong
        Limited or of any other stock
        exchange, not exceeding 10% of the
        aggregate nominal amount of the
        ordinary share capital of the Company
        in issue at the date of this
        Resolution;  Authority expires at the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM of
        the Company is required by Law to be
        held
5.3     Approve, pursuant to Resolution 1, to                         Mgmt       No Action         *
        extend the authority granted to the
        Director to issue and dispose of
        additional ordinary shares, by the
        adding thereto an amount representing
        the aggregate nominal amount of the
        ordinary share capital of the Company
        repurchased by the Company under the
        authority granted pursuant to
        Resolution 2, provided that such
        amount shall not exceed 10% of the
        aggregate nominal amount of the
        issued ordinary share capital of the
        Company

- -------------------------------------------------------------------------------------------------------
HYSAN DEVELOPMENT CO LTD                                                      Agenda: 700481904
     CUSIP: Y38203124                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/11/2004           ISIN: HK0014000126
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the statement of                         Mgmt       No Action         *
        accounts for the YE 31 DEC 2003
        together with the reports of the
        Directors and the Auditors thereon
2.      Declare a final dividend together                             Mgmt       No Action         *
        with a scrip alternative
3.      Re-elect the retiring Directors                               Mgmt       No Action         *
4.      Re-appoint Messrs. Deloitte Touche                            Mgmt       No Action         *
        Tohmatsu as the Auditors



5.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and dispose
        of additional shares in the Company
        and to make or grant offers,
        agreements, options, warrants or
        other securities during the relevant
        period, not exceeding 20% of the
        aggregate nominal amount of the share
        capital of the Company; otherwise
        than pursuant to i) a rights issue;
        or ii) any Option Scheme or similar
        arrangement; or iii) any scrip
        dividend or similar arrangement
        pursuant to the Articles of
        Association of the company;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM
6.      Approve to extend the general mandate                         Mgmt       No Action         *
        to the Directors of the Company to
        purchase or otherwise acquire shares
        of HKD 5 each in the capital of the
        Company during the relevant period,
        in accordance with all applicable
        laws and the requirements of the
        Rules Governing the Listing of
        Securities on The Stock Exchange of
        Hong Kong Limited, not exceeding 10%
        of the aggregate nominal amount of
        the share capital of the Company;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM of
        the Company is to be held by law
7.      Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 5 and 6, the
        aggregate nominal amount of the
        shares which are purchased or
        otherwise acquired by the Company
        pursuant to Resolution 6 shall be
        added to the aggregate nominal amount
        of the shares which may be issued
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company as specified, on proposed
        amendments to Articles of

- -------------------------------------------------------------------------------------------------------
INFOSYS TECHNOLOGIES LTD                                                      Agenda: 700520958
     CUSIP: Y4082C133                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/12/2004           ISIN: INE009A01021
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Receive, approve and adopt the                                Mgmt       No Action         *
        balance sheet as at 31 MAR 2004 and
        the profit and loss account as per
        the Indian GAAP for the YE on that
        date and the report of the Directors
        and the Auditors thereon
2.      Declare a final dividend and a                                Mgmt       No Action         *
        special one-time dividend
3.      Re-elect Mr. Deepak M. Satwalekar as                          Mgmt       No Action         *
        a Director, who retires by rotation
4.      Re-elect Professor Marti G.                                   Mgmt       No Action         *
        Subrahmanyam as a Director, who
        retires by rotation
5.      Re-elect Mr. S Gopalakrishnan as a                            Mgmt       No Action         *
        Director, who retires by rotation
6.      Re-elect Mr. S. D. Shibulal as a                              Mgmt       No Action         *
        Director, who retires by rotation
7.      Re-elect Mr. T. V. Mohandas Pai as a                          Mgmt       No Action         *
        Director, who retires by rotation
8.      Appoint Bharat S. Raut & Company,                             Mgmt       No Action         *
        Chartered Accountants, as the
        Auditors of the Company for the YE 31
        MAR 2005, at a fee to be determined
        by the Board of Directors in
        consultation with the Auditors which
        fee may be paid on a progressive
        billing basis to be agreed between
        the Auditors and the Board of
        Directors or such employee of the
S.9     Approve, pursuant to the applicable                           Mgmt       No Action         *
        provisions of the Securities and
        Exchange Board of India Delisting of
        Securities Guidelines 2003 and
        subject to the provisions of the
        Companies Act, 1956, Securities
        Contracts (Regulation), Act, 1956 and
        the Rules framed there under,
        Listing Agreement and all other
        applicable rules, regulations and
        guidelines and subject to the
        approval of stock exchanges where the
        shares of the Company are listed and
        any other appropriate authority,
        institutions or regulators as may be
        necessary and subject to such
        conditions and modifications, if any,
        as may be prescribed or imposed by
        any authority while granting such
        approvals, permissions and sanctions,
        which may be agreed to by the Board
        of Directors oldie Company, to delist
        the equity shares of the Company
        from the Bangalore Stock Exchange
        Limited BGSE at such time as the
        Board may decide; and authorize, for



        the purpose of giving effect to this
        resolution, the Board or any
        Committee thereof on behalf of the
        Company to do all such acts, deeds,
        matters and things as it may, in its
        absolute discretion, deem necessary
        for such purpose and with power on
        behalf of the Company to settle any
        questions, difficulties or doubts
        that may arise in this regard without
        requiring the Board to secure any
        further consent or approval of the
S.10    Approve to pay and distribute,                                Mgmt       No Action         *
        pursuant to the provisions of Section
        309 and other applicable provisions,
        if any, of the Companies Act, 1956,
        a sum not exceeding 0.5% per annum of
        the net profits of the Company
        calculated in accordance with the
        provisions of Sections 198, 349 and
        350 of the Companies Act, 1956,
        amongst the Directors of the Company
        or some or any of them other than
        the Managing Director and the
        Executive Directors in such amounts
        or proportions and in such manner and
        in all respects as may be directed
        by the Board of Directors till 31 MAR
        2008 and such payments shall be made
        out of the profits of the Company
        for each corresponding year
11.     Approve, pursuant to the provisions                           Mgmt       No Action         *
        of Sections 198; 269, 309, 310 and
        other applicable provisions, if any,
        read with Schedule XIII of the
        Companies Act, 1956, including any
        statutory modification s or re-
        enactment s thereof, the revision in
        the terms of remuneration payable to
        Mr. S. Gopalakrishnan, Mr. T.V.
        Mohandas Pai, Mr. Srinath Batni and
        Mr. S.D. Shibulal hereinafter
        collectively referred to as Executive
        Directors to the effect that the
        Executive Directors shall be paid
        with effect from 01 JUL 2003, till
        the expiry of their present term of
        office, remuneration by way of
        salary, perquisites etc
12.     Approve, pursuant to the provisions                           Mgmt       No Action         *
        of Sections 198, 269, 309, 310 and
        other applicable provisions, if any,
        read with Schedule XIII of the
        Companies Act, 1956, including any
        statutory modification s or re-
        enactment s thereof, for the time



        being in force, the revision in the
        terms of remuneration payable to Mr.
        N.R. Narayana Murthy, Mr. Nandan M.
        Nilekani, Mr. S. Gopalakrishnan, Mr.
        K. Dinesh, Mr. T.V. Mohandas Pai, Mr.
        Srinath Batni and Mr. S.D. Shibulal
        hereinafter collectively referred to
        as Executive Directors to the
        effect that the Executive Directors
        shall be paid with effect from 01 APR
        2004, till the expiry of their
        present term of office, remuneration
        by way of salary, perquisites, etc
13.     Approve that, in accordance with the                          Mgmt       No Action         *
        provisions of Sections 198, 269, 309
        and Schedule XIII and other
        applicable provisions, if any, of the
        Companies Act, 1956, Mr. S.
        Gopalakrishnan be reappointed as the
        Deputy Managing Director and Chief
        Operating Officer for a further
        period of 5 years with effect from 17
        OCT 2004, on the terms and
        conditions as set out in the draft
        agreement to be executed by Mr. S.
        Gopalakrishnan,  including the
        remuneration to be paid in the event
        of loss or inadequacy of profits in
        any FY during the aforesaid period ,
        submitted to this meeting and for
        identification initialed by the
        Company Secretary, with liberty to
        the Board of Directors, to alter,
        vary and modify the terms of the said
        reappointment/remuneration including
        salary, performance bonus,
        allowances and perquisites in such a
        manner as may be agreed to between
        the Board of Directors and Mr. S.
        Gopalakrishnan within and in
        accordance with and subject to the
        limits prescribed in Schedule XIII to
        the Companies Act, 1956, or any
        amendment or any statutory
        modification thereto and conditions,
        if any, as may be stipulated by the
        Central Government and as may be
        agreed to accordingly between the
        Board of Directors and Mr. S.
        Gopalakrishnan; and that,
        notwithstanding anything herein above
        stated where in any FY closing on
        and after 31 MAR 2005, the Company
        incurs a loss or its profits are
        inadequate, the Company shall pay Mr.
        S. Gopalakrishnan remuneration by
        way of salary performance bonus and



        other allowances not exceeding a sum
        of INR 24,00,000 per annum or INR
        2,00,000 per month and in addition
        thereto the perquisites not exceeding
        the limits specified under Paragraph
        2 of Section 11, Part II of Schedule
        XIII to the Companies Act, 1956, or
        such other limits
14.     Approve to increase the authorized                            Mgmt       No Action         *
        share capital of the Company from INR
        50,00,00,000 divided into
        10,00,00,000 equity shares of INR 5
        each to INR 150,00,00,000 divided
        into 30,00,00,000 equity shares of
        INR 5 each and consequently the
        existing Clause V of the Memorandum
        of Association of the company be
        altered by deleting the same and
        substituting in place and instead
        thereof a new Clause V
S.15    Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by deleting the existing
        Article 3 and substituting in place
        and instead thereof a new Article 3
16.     Approve that, in accordance with the                          Mgmt       No Action         *
        relevant provisions of the Articles
        of Association of the Company and
        recommendation of the Board of
        Directors and subject to the
        guidelines issued by the Securities
        and Exchange Board of India and such
        approvals as may be required in this
        regard, consent of the members be and
        is hereby accorded to the Board of
        Directors of the Company herein
        after referred to as the Board, which
        expression shall be deemed to
        include a Committee of Directors duly
        authorized in this behalf , for
        capitalization of such of the general
        reserves of the Company as may be
        considered necessary by the Board for
        the purpose of issue of bonus shares
        of INR 5 each, credited as fully
        paid up shares to the holders of the
        existing equity shares of the Company
        whose names appear in the Register
        of Members on such date as may be
        fixed in this regard, in the
        proportion of three equity shares for
        every one existing equity share held
        by them; consequent to the issue of
        bonus shares, herein before resolved,
        in accordance with the relevant
        provisions of the Articles of
        Association of the Company and



        subject to any registration statement
        to be filed with the Securities and
        Exchange Commission, USA and any
        other requirement under any law,
        consent of the shareholders be
        accorded to the Board of Directors of
        the Company hereinafter referred to
        as the Board, which expression shall
        be deemed to include a Committee of
        Directors duly authorized in this
        behalf for the purpose of issue of
        stock dividend Bonus , credited as
        fully paid up to the holders of the
        existing American Depository Shares
        of the Company whose names appear on
        such date as may be fixed in this
        regard, in the proportion of one
        American Depository Share for every
        one existing American Depositary
        Share held by them; consequent to the
        issue of bonus shares and stock
        dividend in respect of the equity
        shares and American Depositary
        Shares, the ratio of the equity
        shares to American Depositary Shares
        be in the proportion of one American
        Depositary Share for every one equity
        share; no allotment letters shall be
        issued to the allottees of the bonus
        shares and that the certificate s
        in respect of bonus shares shall be
        completed and thereafter be
        dispatched to the allottees thereof
        within the period prescribed or that
        may be prescribed in this behalf,
        from time to time, except in respect
        of those allottees who opt for issue
        of shares in dematerialized form; the
        issue and allotment of the said
        bonus shares to the extent they
        relate to Non-Resident Indians NRIs,
        Persons of Indian Origin PIO  /
        Overseas Corporate Bodies OCBs and
        other foreign investors of the
        Company will be subject to the
        approval of the Reserve Bank of India
        RBI , as may be necessary; for the
        purposes of giving effect to the
        bonus issue of Equity Shares and
        American Depository Shares resolved
        hereinbefore, the issuance of equity
        shares and / or American Depository
        Shares or instruments or securities
        representing the same, the Board and
        other designated Officers of the
        Company be authorized on behalf of
        the Company to do all such acts,



        deeds, matters and things as it may
        at its discretion deem necessary or
        desirable for such purpose, including
        without limitation, filing a
        registration statement, if any and
        other documents with the Securities
        and Exchange Commission, USA and / or
        the Securities and Exchange Board of
        India, listing the additional Equity
        Shares and/or American Depository
        Shares on the Bangalore Stock
        Exchange, the Stock Exchange, Mumbai,
        National Stock Exchange of India and
        the NASDAQ National Market, as the
        case may be, amending, if necessary
        the relevant sections of the
        Agreement entered into between the
        Company, Bankers Trust Company, New
        York the Depository to the Company s
        ADSs and the American Depositary
        Receipt Holders the Depositary
        Agreement in connection with the
        Company s ADS offering and listing on
        the NASDAQ and the entering into of
        any depositary arrangements in regard
        to any such bonus as it may in its
        absolute discretion deem fit; and
        that the Board be authorized to take
        all other steps as may be necessary
        to give effect to the aforesaid
        resolution and determine all other
        terms and conditions of the issue of
        bonus shares as the Board may in its
        absolute discretion deem fit

17.     Authorize the Trustees of the Infosys                         Mgmt       No Action         *
        Technologies Employees Welfare Trust
        the Trust to form a new trust for
        the benefit and welfare of the
        employees and to transfer or in any
        other manner convey to such newly
        created trust, the equity shares
        which have been returned to the Trust
        or are remaining unutilized with the
        Trust, pursuant to the Company s
        1994 Employee Stock Offer Plan or to
        convey the proceeds from any sale of
        such equity shares to create the
        corpus for the trust so established;
        and to determine all other terms and
        conditions of the formation and
        operation of the new charitable trust



- -------------------------------------------------------------------------------------------------------
JIANGSU EXPRESSWAY CO LTD                                                     Agenda: 700515008
     CUSIP: Y4443L103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/28/2004           ISIN: CN0009076356
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the Directors report of the                           Mgmt       No Action         *
        Company for the YE 31 DEC 2003
10.     Transact other business                                       Other      No Action         *
2.      Approve the Supervisors report of the                         Mgmt       No Action         *
        Company for the YE 31 DEC 2003
3.      Approve the audited accounts and the                          Mgmt       No Action         *
        report from the Auditors for the YE
        31 DEC 2003
4.      Approve the profit distribution                               Mgmt       No Action         *
        scheme in respect of the final
        dividend of CNY 0.145 per share for
        the YE 31 DEC 2003; the Company
        recorded a net profit amounted to CNY
        950.530.727 after taxation of CNY
        1,005,773,000; after appropriation of
        10% statutory surplus reserve fund
        and 5% statutory public welfare fund
        and adding a retained profit of CNY
        1,145,819,878 as the beginning of the
        year, the total distributable profit
        amounted to CNY 1,277,509,496
5.      Appoint Deloitte Touche Tohmastu                              Mgmt       No Action         *
        Certified Public Accounts Limited and
        Deloitte Touche Tohmastu as the
        Company PRC and International
        Auditors for the FY 2004 and to fix
        the aggregate remuneration at CNY
        1.18 million
6.      Appoint Mr. Xie Jia Quan as a                                 Mgmt       No Action         *
        Director of the Company and approve
        the service contract to be entered
        between Mr. Xie and the Company until
        the date of the AGM to be held in
7.      Approve the investment by the Company                         Mgmt       No Action         *
        of CNY 10.54 billion in the widening
        of the existing four-lane dual
        carriageway of the Jiangsu section of
        Shanghai-Nanjing Expressway into an
        eight-lane dual expressway and
        authorize the Directors of the
        Company to take any action and sign
        any documents, contracts, agreements
        in relation to the widening
8.      Approve to pay CNY 6,423,000 to the                           Mgmt       No Action         *
        employees qualified under the cash
        housing allowance scheme in this year
S.9     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by inserting a new sub-
        class (3) to the Article 76 and by
        replacing the existing Article 101(2)



- -------------------------------------------------------------------------------------------------------
JIANGSU EXPRESSWAY CO LTD                                                     Agenda: 700461116
     CUSIP: Y4443L103                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 3/23/2004           ISIN: CN0009076356
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Appoint Deloitte Touche Tomhatsu CPA                          Mgmt       No Action         *
        Ltd. and Deloitte Touche Tomhatsu as
        the Company s Domestic and Overseas
        Auditors at a total remuneration of
        CNY 1,180,000 per annum
S.2     Amend the Articles of Association as                          Mgmt       No Action         *
        follows: (a) by amending the Original
        Article 77 (No. 65 of the Mandatory
        Provisions); (b) by amending the
        Original Article 101; (c) by amending
        the Original Article 125; and (d) by
        adding Clause V to the Original
        Article 103

- -------------------------------------------------------------------------------------------------------
JIANGXI COPPER CO LTD                                                         Agenda: 700468677
     CUSIP: Y4446C100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/20/2004           ISIN: CN0009070615
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors for the year 2003
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee for the year 2003
3.      Approve the audited financial                                 Mgmt       No Action         *
        statements and the Auditors report
        for the year 2003
4.      Approve the distribution of profit                            Mgmt       No Action         *
        for the year 2003
5.      Re-appoint Deloitte Touche Tohmatsu                           Mgmt       No Action         *
        Shangai, Certified Public Accountants
        Ltd., and Deloitte Touche Tohmatsu
        as the Company s PRC and the
        International Auditors for the year
        2004 and authorize any two Executive
        Directors of the Company to fix their
        remuneration and enter into the
        service agreement and other related
        documents with them
S.6     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to exercise from time to
        time during the Relevant Period all
        the powers of the Company, in
        accordance with the Rules Governing
        the Listing of Securities on The
        Stock Exchange of Hong Kong Limited,
        the Listing Rules of the London Stock
        Exchange Limited, the Company Law of



        the PRC and other applicable rules
        and regulations of the PRC, to allot
        and issue new foreign shares on such
        terms and conditions as the Board of
        Directors may determine and that, in
        the exercise of their power to allot
        and issue shares, the authority of
        the Board of Directors shall include
        (without limitation); (i) the
        determination of the number of H
        shares to be issued; (ii) the
        determination of the issue price of
        the new H Shares; (iii) the
        determination of the opening and
        closing dates for the offer of the
        new issues; (iv) the determination of
        the number of new H Shares (if any)
        to be issued to the existing
        shareholders; (v) the power to make
        or grant offers, agreements and
        options which might require the
        exercise of such powers to allot and
        issue shares; (vi) in the case of an
        offer or allotment of H shares to the
        shareholders of the Company, the
        power to exclude shareholders with
        are resident outside the Hong Kong;
        (b) upon the exercise of the powers
        pursuant to point (a) above, the
        Board of Directors may during the
        Relevant Period make an grant offers,
        agreements and options which might
        require the H shares relating to the
        exercise of the authority there under
        being allotted and issued after the
        expiry of the Relevant Period, (c)
        the aggregate amount of the H Shares
        to be allotted or conditionally or
        unconditionally agreed to be allotted
        and Issued (whether pursuant to the
        exercise of options or otherwise) by
        the Board of Directors pursuant to
        the authority granted under point (a)
        above (excluding any shares which
        may be allotted and issued upon the
        conversion of the capital reserve
        fund into capital in accordance with
        the Company Law or Articles of
        Association of the Company, not
        exceed 20% of the aggregate amount of
        the H Shares in issue as at the date
        of passing of this Resolution; (d)
        the Board of Directors of the Company
        in exercising the mandate granted
        under point (a) above shall comply
        with the Company Law, other
        applicable laws and regulations of



        the PRC, and the Listing Rules and
        the London Listing Rules (in each
        case, as amended, from time to time)
        and shall be subject to the approval
        of the China Securities Regulatory
        Commission and relevant authorities
        of the People Republic of China;
        Authority expires the earlier at the
        conclusion of the next AGM of the
        Company or by special resolution of
        the shareholders in general meeting ;
        (e) for the purposes of this
        Resolution, shares allotted and
        issued upon the exercise of the
        mandate given pursuant to point (a)
        of this Resolution increase the
        registered capital of the Company;
        subject to the Listing Committee of
        The Stock Exchange of Hong Kong
        Limited granting listing of, and
        permission to deal in, the H shares
        of the Company s share capital
        proposed to be issued by the Company
        and subject to the approval of the
        China Securities Regulatory
        Commission for the Issue of shares
        being granted, the Board of Directors
        be and they are hereby authorized to
        amend, as they may deem appropriate
        and necessary, the Articles of
        Association of the Company to reflect
        the change in the share capital

- -------------------------------------------------------------------------------------------------------
JIANGXI COPPER CO LTD                                                         Agenda: 700440198
     CUSIP: Y4446C100                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 1/15/2004           ISIN: CN0009070615
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      (a) Approve the blister copper                                Mgmt       No Action         *
        purchase agreement dated 28 NOV 2003,
        entered into between the Company and
        Jiangxi Copper Corporation, pursuant
        to which the Company has agreed,
        inter alia, to purchase up to 70,000
        tonnes of blister copper per annum
        from JCC and/or its subsidiaries for
        a term commencing from the data of
        the agreement to 31 DEC 2006 (the
        Blister Copper Purchase Agreement )
        and all the transactions contemplated
        there under to be and are hereby
        approved, ratified and confirmed; and
        (b) authorize the Directors of the
        Company on behalf of the Company to
        sign seal, exercise, perfect deliver



        and do all such documents, deeds,
        acts, matters and things as they may
        in their discretion consider
        necessary or desirable or expedient
        for the purpose of or in connection
        with the Blister Copper Purchase
        Agreement and to make and agree such
        variations of a non-material nature
        in or to the terms of the Blister
        Copper Purchase Agreement as they may
        in their discretion consider to be
        desirable
2.      (a) Approve the blister (scrap)                               Mgmt       No Action         *
        copper agreement dated 28 NOV 2003
        entered into between the Company and
        Jiangxi Copper Corporation, pursuant
        to which the Company has agreed,
        inter alia, to process blister copper
        and/or scrap copper supplied by JCC
        and/or its subsidiaries into cathode
        copper of up to 7,500 tonnes per
        annum for a term commencing from the
        date of the agreement to 31 DEC 2006
        Blister (Scrap) Processing Agreement)
        and all the transactions
        contemplated there under be and are
        hereby approved, ratified and
        confirmed; and (b) authorize the
        Directors of the Company for and on
        behalf of the Company to sign, seal,
        execute, perfect, deliver and do all
        such documents, deeds, acts, matters
        and things as they may in their
        discretion consider necessary or
        desirable or expedient for the
        purpose of or in connection with the
        Blister (Scrap) Copper Processing
        Agreement and to make and agree such
        variations of a non-material nature
        in or to the terms of the Blister
        (Scrap) Copper Processing Agreement
        as they may in their discretion
        consider to be desirable
3.      (a) Approve the consolidated supply                           Mgmt       No Action         *
        agreement dated 28 NOV 2003 entered
        in between the Company and Jiangxi
        Copper Product Company Limited,
        pursuant to which the Company has,
        agreed, inter alia, to supply to the
        JV Company (i) up to 150,000 tonnes
        of copper cathode per annum, and (ii)
        the fuel and gas required for
        operation of the JV Company,
        including oxygen, nitrogen, liquefied
        oxygen, liquefied nitrogen and
        liquefied petroleum gas for a term
        commencing from the date of the



        agreement to 31 DEC 2006 and all the
        transactions contemplated there under
        be and are hereby approved, ratified
        and confirmed; and (b) authorize the
        Directors of the Company for and on
        behalf of the Company to sign, seal,
        execute, perfect, deliver and do all
        such documents, deeds, acts, matters
        and things as they may in their
        discretion consider necessary or
        desirable or expedient for the
        purpose of or in connection with the
        Consolidated Supply Agreement and to
        make and agree such variations of a
        non-material nature in or to the
        terms of the Consolidated Supply
        Agreement as they may in their
        discretion consider to be desirable
4.      (a) Approve the consolidated supply                           Mgmt       No Action         *
        and service agreement dated 28 NOV
        2003 entered in between Jiangxi
        Copper Corporation and Jiangxi Copper
        Products Company Limited, pursuant
        to which (i) JCC has agreed, inter
        alia, to provide electricity supply
        and transportation service to the JV
        Company, and (ii) the JV Company has
        agreed to sell copper rod and wire to
        JCC and to process the cathode
        copper supplied by JCC for a term
        commencing from the date of the
        agreement to 31 DEC 2006, the
        Consolidated Supply and Service
        Agreement and all transactions
        contemplated there under; and (b)
        authorize the Directors of the
        Company for and on behalf of the
        Company to approve and/or to sign,
        seal, execute, perfect, deliver and
        do all such documents, deeds acts,
        matters and things as they may in
        their discretion consider necessary
        or desirable or expedient for the
        purpose of or in connection with the
        Consolidated Supply and Services
        Agreement and to approve and/or to
        make and agree such variations of a
        non-material nature in or to the
        terms of the Consolidated Supply and
        Service Agreement as they may in
        their discretion consider to be
        desirable



5.      (a) Approve the capital increase                              Mgmt       No Action         *
        agreement dated 28 NOV 2003 entered
        into between the Company, Jiangxi
        Copper Corporation and JCC Copper
        Products Company Limited, pursuant to
        which the parties thereto have
        agreed, inter alia, to increase the
        registered capital of Jiangxi Copper
        Product Company Limited from RMB
        150,000,000 to RMB 225,000,000 by an
        additional registered capital in the
        amount of RMB 75,000,000 to be
        contribute by the Company and JCC (or
        JCC Copper Company, upon completion
        of the transfer of 40% interest in
        the JV Company from JCC to JCC Copper
        Company) in accordance with their
        respective shareholdings in the JV
        Company and all the transactions
        contemplated there under; and (b)
        authorize the Directors of the
        Company for and on behalf of the
        Company to sign, seal, execute,
        perfect, deliver and do all such
        documents, deeds, acts, matters and
        things as they may in their
        discretion consider necessary or
        desirable or expedient for the
        purpose of or in connection with the
        JV Capital Increase Agreement and to
        make and agree such variations of a
        non-material nature in or to the
        terms of the JV Capital Increase
        Agreement and to make and discretion
        consider to be desirable and in the
S.6     Amend Article 13 of the Company s                             Mgmt       No Action         *
        Articles of Association and replace
        it by the following article:The scope
        of operation of the Company shall be
        based on the items approved by the
        Company registration authorities, the
        main scope of operation include;
        non-ferrous metal mines, rare metals,
        non-metal mines; smelting mangle
        processing and further processing of
        non-ferrous metals and related by
        products; sale and after sale
        services for self-produced, futures
        business outside the People Republic
        of China together with related
        inquiry services and businesses:  (b)
        authorize the Director of the
        Company to deal with on behalf of the
        Company the relevant application,
        approval, registration and filing
        procedures and other related issues



        arising from the above mentioned
        changes and the amendments of the
        Articles of Association of the
S.7     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to exercise from time to
        time during the Relevant Period all
        the powers of the Company to allot
        and issue new shares on such terms
        and conditions as the Board of
        Directors may determine and that, in
        the exercise of their power to allot
        and issue shares, the authority of
        the Board of Directors shall include
        (without limitation); (i) the
        determination of the number of the
        overseas foreign listed shares of the
        Company to be issued; (ii) the
        determination of the issue price of
        the new H Shares; (iii) the
        determination of the opening and
        closing dates for the offer of the
        new issues; (iv) the determination of
        the number of new H Shares (if any)
        to be issued to the existing
        shareholders; (v) the power to make
        or grant offers, agreements and
        options which might require the
        exercise of such powers to allot and
        issue shares; (vi) in the case of an
        offer or allotment of shares to the
        shareholders of the Company, the
        power to exclude shareholders with
        are resident outside the People; (b)
        upon the exercise of the powers
        pursuant to paragraph (a) above, the
        Board of Directors may during the
        Relevant Period make an grant offers,
        agreements and options which might
        require the shares relating to the
        exercise of the authority there under
        being allotted and issued after the
        expiry of the Relevant Period, (c)
        the aggregate amount of the H Shares
        to be allotted or conditionally or
        unconditionally agreed to be allotted
        and Issued (whether pursuant to the
        exercise of options or otherwise) by
        the Board of Directors pursuant to
        the authority granted under paragraph
        (a) above (excluding any shares
        which may be allotted and issued upon
        the conversion of the capital
        reserve fund into capital in
        accordance with the Company Law of
        the People, not exceed 20% of the
        aggregate amount of the H Shares in
        issue as at the date of passing of



        this Resolution; (d) the Board of
        Directors of the Company in
        exercising the mandate granted under
        paragraph (a) above shall comply with
        the Company Law of the People, other
        applicable laws and regulations of
        the Republic of China, and the Rule
        Governing the Listing of Securities
        on The Stock Exchange of Hong Kong
        Limited (in each case, as amended,
        from time to time) and shall be
        subject to the approval of the China
        Securities Regulatory Commission and
        relevant authorities of the People
        Republic of China; (e) for the
        purposes of this Resolution, shares
        allotted and issued upon the exercise
        of the mandate given pursuant to
        paragraph (a) of this Resolution
        provided that the registered capital
        of the Company shall not exceed 120%
        of the amount of registered capital
        of the Company as at the date of
        passing of this Resolution; subject
        to the Listing Committee of The Stock
        Exchange of Hong Kong Limited
        granting listing of, and permission
        to deal in, the H shares of the
        Company s share capital proposed to
        be issued by the Company and subject
        to the approval of the China
        Securities Regulatory Commission for
        the Issue of shares being granted,
        the Board of Directors be and they
        are hereby authorized to amend, as
        they may deem appropriate and
        necessary, the Articles of Associated
        of the Company to reflect the change
        in the share capital in the share
        capital structure of the Company

- -------------------------------------------------------------------------------------------------------
KASIKORNBANK PUBLIC COMPANY LIMITED                                           Agenda: 700462500
     CUSIP: Y4591R100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/2/2004            ISIN: TH0016010009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and adopt the minutes of the                          Mgmt       No Action         *
        AGM No. 91 held on 03 APR 2003

2.      Acknowledge the Board of Directors                            Mgmt       No Action         *
        report of the year 2003 operation



3.      Approve the balance sheet and the                             Mgmt       No Action         *
        profit and loss account for the YE 31
        DEC 2003 and acknowledge the
        omission of dividend payment
4.      Approve the compensating for the                              Mgmt       No Action         *
        accumulated losses
5.      Elect the Directors to replace the                            Mgmt       No Action         *
        Directors, who retired by rotation
6.      Amend the first paragraph of Article                          Mgmt       No Action         *
        9, Article 17, the first paragraph of
        Article 18, and Article 19 of the
        Bank s Articles of Association
7.      Approve the names and the number of                           Mgmt       No Action         *
        the Directors, who have signing
        authority
8.      Appoint the Auditor and fix the                               Mgmt       No Action         *
        Auditors remuneration
9.      Amend Clause 4 of the Bank s                                  Mgmt       No Action         *
        Memorandum of Association to conform
        to the fact that the Bank no longer
        has any preferred shares due to the
        conversion of all preferred shares
        into ordinary shares
10.     Approve to reduce the registered                              Mgmt       No Action         *
        capital of the Bank and amend Clause
        4 of the Bank s Memorandum of
11.     Approve to increase the registered                            Mgmt       No Action         *
        capital of the Bank and amend Clause
        4 of the Bank s Memorandum
12.     Other business                                                Other      No Action         *

- -------------------------------------------------------------------------------------------------------
LAND AND HOUSE PUBLIC CO LTD                                                  Agenda: 700476953
     CUSIP: Y5172C198                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: TH0143010Z16
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to certify the minutes of EGM                         Mgmt       No Action         *
        No. 1/2004
2.      Acknowledge the report on the Company s                       Mgmt       No Action         *
        operating results in respect for
        the YE 31 DEC 2003
3.      Approve the balance sheet and the                             Mgmt       No Action         *
        profit and loss statement for the YE
        31 DEC 2003
4.      Approve the appropriation of the                              Mgmt       No Action         *
        profits, distribution of the
        dividends and the legal reserve for
5.      Approve the appointment of the                                Mgmt       No Action         *
        Directors by replacing with those who
        retired by rotation and to fix their
        remuneration



6.      Approve the appointment of the                                Mgmt       No Action         *
        Auditors and fix their remuneration
7.      Approve the issuance and the offer                            Mgmt       No Action         *
        for sale of debentures
8.      Consider any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
LAND AND HOUSE PUBLIC CO LTD                                                  Agenda: 700442813
     CUSIP: Y5172C198                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 1/26/2004           ISIN: TH0143010Z16
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of the AGM No.                            Mgmt       No Action         *
        1/2546
2.      Approve the amendment in Article 42                           Mgmt       No Action         *
        of the Company s Articles of
        Association about dividend payment
3.      Approve the allocation of WTS to                              Mgmt       No Action         *
        employees who act as Directors of the
        Company and its subsidiaries ESOP
4.      Any other business                                            Other      No Action         *

- -------------------------------------------------------------------------------------------------------
LARSEN AND TOUBRO LTD                                                         Agenda: 700447320
     CUSIP: Y5217N126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 2/3/2004            ISIN: INE018A01014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company, pursuant to the
        provisions of Section 293(1)(a) and
        other applicable provisions, if any,
        of the Companies Act, 1956, and the
        Memorandum and Articles of
        Association of the Company, and
        subject to other permissions and
        approvals as may be required, , to
        transfer, sell and/or dispose of the
        undertaking of the Company situated
        at Plot No.F-1, MIDC, Malegaon,
        Sinner, Dist. Nashik, Maharashtra, as
        a going concern or otherwise at such
        price and on such terms and
        conditions as may be decided by the
        Board of Directors or a Committee of
        Directors to be appointed for the
        purpose with power to the Board of
        Directors or to the Committee of
        Directors to finalize and execute
        necessary documents including
        agreements, deeds of assignment/
        conveyance and other documents and to



        do all such other acts, deeds,
        matters and things as may be deemed
        necessary and expedient in their
        discretion for completion

- -------------------------------------------------------------------------------------------------------
MAANSHAN IRON & STEEL CO LTD                                                  Agenda: 700504409
     CUSIP: Y5361G109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/1/2004            ISIN: CN0008881962
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the working report of the                             Mgmt       No Action         *
        Board of Directors for the year 2003
2.      Approve the working report of the                             Mgmt       No Action         *
        Supervisory Committee for the year
3.      Approve the audited financial                                 Mgmt       No Action         *
        statements for the year 2003
4.      Approve the proposed profit                                   Mgmt       No Action         *
        appropriation for the year 2003
5.      Appoint Ernst & Young Hua Ming and                            Mgmt       No Action         *
        Ernst & Young as the Company s
        Auditors for the year 2004, and
        authorize the Directors to determine
        the remuneration of the Auditors
6.      Approve the review of resolutions on                          Mgmt       No Action         *
        revision of remuneration s for the
        Company s fourth session of the
        Supervisory Committee and the method
        of their payment: the total
        remuneration payable for the fourth
        session of the Board of Directors for
        the year of service shall not exceed
        RMB 4.30 million, in            which the
        total annual remuneration of
        Independent Directors shall not
        exceed RMB 30,000 and the total
        remuneration payable for the fourth
        session of Supervisory Committee for
        the year of service shall not exceed
        RMB 1.70 millions in which the total
        annual remuneration of Independent
        Supervisors shall not exceed RMD
S.7.1   Approve to review the amendments to                           Mgmt       No Action         *
        the Articles of Association of
        Maanshan Iron and Steel Company
S.7.2   Approve to review the proposal                                Mgmt       No Action         *
        submitted by the Board of Directors
        of the Company for amending the
        Article of Association and authorize
        the Board of Directors to revise the
        wording of the amendments to the
        Articles of Association and to
        undertaken any other related actions
        in accordance with the requirements
        of relevant if any government
        authorities of the state



S.7.3   Authorize the Board of Directors,                             Mgmt       No Action         *
        subject to the conditions of this
        resolution and in accordance with the
        rules governing the Listing of
        Securities on the Stock Exchange of
        Hong Kong Limited as amended from
        time to time and the Company Law of
        the people s Republic of China
        Company Law , to determine the issue
        of new shares severally or jointly as
        well as the terms and conditions of
        the allotment and issue, including
        but not limited to: 1) the class and
        number of placing shares; 2) the
        issue price of new shares; 3) the
        commencing date and ending date of
        the new issue; 4) the class and
        number of new shares to be issued to
        the existing shareholders; and 5) the
        making or grant of offers,
        agreements and options necessary for
        the exercise of such authority and to
        make or grant offers, agreements and
        options during and after the
        relevant period, not exceeding 20% of
        the aggregate nominal amount of the
        overseas listed foreign shares of the
        Company in issue as at the date of
        passing of this resolution;
        Authority expires the earlier of the
        conclusion of the next AGM or 12
        months after the date of passing of
        this resolution ; authorize the Board
        of Directors, subject to the
        approval of the relevant authority of
        the PRC and according to the Company
        Law, to increase the respective
        registered capital to the required
        amount pursuant to the exercise of
        its power under this resolution

- -------------------------------------------------------------------------------------------------------
MALAYSIAN AIRLINES SYSTEM BHD                                                 Agenda: 700404471
     CUSIP: Y56461109                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/8/2003            ISIN: MYL3786OO000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the report of the                           Mgmt       No Action         *
        Directors and the audited accounts
        for the FYE 31 MAR 2003 along with
        the report of the Auditors thereon



2.      Approve the Directors fees for the                            Mgmt       No Action         *
        FYE 31 MAR 2003
3.      Re-elect Tan Sri Dato Seri Azizan                             Mgmt       No Action         *
        bin Zainul Abidin as a Director under
        Article 139 of the Company s
        Articles of Association
4.      Re-elect Tan Sri Dato Dr. Samsudin                            Mgmt       No Action         *
        bin Hitam as a Director under Article
        139 of the Company s Articles of
        Association
5.      Re-elect Dato Md. Nor bin Md. Yusof                           Mgmt       No Action         *
        as a Director under Article 139 of
        the Company s Articles of Association
6.      Re-elect Mr. Datu Haji Salleh bin                             Mgmt       No Action         *
        Haji Sulaiman as a Director under
        Article 137 of the Company s Articles
        of Association
7.      Re-elect Mr. Datu Haji Abdillah as a                          Mgmt       No Action         *
        Director under Article 137 of the
        Company s Articles of Association
8.      Re-elect Mr. Dato Gumuri bin Hj                               Mgmt       No Action         *
        Hussain as a Director under Article
        137 of the Company s Articles of
        Association
9.      Re-appoint Messrs. Ernst & Young as                           Mgmt       No Action         *
        the Auditors and authorize the
        Directors to fix their remuneration
10.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 132D of the Companies Act,
        1965, to issue and allot shares in
        the Company provided aggregate number
        of shares to be issued does not
        exceed 10% of the issued share
        capital of the Company;  Authority
        expires at the conclusion of the next
11.     Transact any other business Mgmt                              Other      No Action         *

- -------------------------------------------------------------------------------------------------------
MALAYSIAN OXYGEN BHD MOX                                                      Agenda: 700404534
     CUSIP: Y56879102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 9/9/2003            ISIN: MYL3832OO002
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve: i) that the Memorandum of                            Mgmt       No Action         *
        Association of the Company be altered
        by the insertion to Clause 3, the
        following new sub-clause (a1)
        immediately after sub-clause (a)
        Clause 3(a1) to carry on the business
        of an investment holding Company,
        purchase, take on lease, exchange,
        acquire, invest in and hold either in
        the name of the Company or in that
        of any nominee of any nominee of or



        trustee for the Company shares,
        stocks, debentures, debenture stock,
        bonds, notes, obligations, units,
        warrants, options, securities and any
        rights, interests or privileges in
        connection therewith issued or
        guaranteed by any Company wherever
        incorporated or issued or guaranteed
        by any Government, public body,
        authority or statutory Corporation or
        enterprise in any part of the world
        and to subscribe for, take, acquire,
        hold, sell, underwrite and exchange
        any such shares, stocks, debentures,
        debenture stocks, bonds, notes,
        obligations, units, warrants,
        options, securities and any rights,
        interests or privileges in connection
        therewith and whether or not fully
        paid up and exercise and enforce all
        rights and powers conferred by or
        incidental to the ownership of any
        investment of the Company, dispose of
        any such incidental to the ownership
        of any investment of the Company,
        dispose of any such investment and
        act and perform all the functions of
        a holdings Company; and (ii) that the
        Memorandum of Association of the
        Company be altered by the insertion
        to Clause 3, the following new sub-
        clause(b1) immediately after sub-
        clause(b) clause 3(b1) to act as
        management, investment, business,
        technical and/or industrial
        consultant or adviser and/or to
        provide financial managerial,
        supervisory, administrative,
        management or technical services and
        assistance of any nature whatsoever
        to any Corporation including
        industrial relations, personnel
        training, business systems and
        processes and data processing,
        finance and leasing, planning,
        taxation, insurance public relations,
        administration and organization

- -------------------------------------------------------------------------------------------------------
MAXIS COMMUNICATIONS BHD                                                      Agenda: 700413278
     CUSIP: Y5903J108                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 9/29/2003           ISIN: MYL5051OO007
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Authorize the Company, subject to the                         Mgmt       No Action         *
        approvals of the relevant
        authorities, to take such steps as
        shall be within its power to approve
        and cause Advanced Wireless
        Technologies Sdn Bhd (AWT), its
        wholly-owned subsidiary, to grant an
        option to MEASAT Broadcast Network
        Systems Sdn Bhd (MBNS) to subscribe
        for such number of ordinary shares of
        MYR 1.00 each which would represent
        up to 25% of the enlarged issued and
        paid-up share capital of AWT (i.e. up
        to 833,334 ordinary shares of MYR
        1.00 each in AWT at a par value of
        MYR 1.00 per share to be paid in cash
        (such that, if the option is
        exercised for all the ordinary shares
        in AWT subject thereto the total
        subscription price shall be MYR
        833,334.00), such option to be
        exercisable within such period as was
        specified in the Section 2.1 of Part
        A of the Company s circular dated 13
        SEP 2003 and authorize the Directors
        of the Company or any Committee of
        Directors to whom the Directors may
        wish to delegate their authority to
        take and cause AWT to take all such
        action and to enter and cause AWT to
        enter into any agreements with MBNS
        to give effect to the grant of such
        option with full powers to make
        applications to the relevant
        authorities and regulatory bodies for
        any approvals and consents required
        and assent to any conditions,
        modifications, variations, deletions
        and/or amendments as may be required
        by the relevant authorities and to do
        all such things as they may consider
        necessary or expedient in the best
        interest of the Company
2.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its
        subsidiaries, to enter into recurrent
        related party transactions of a
        revenue or trading nature with MEASAT
        Broadcast Network Systems Sdn Bhd
        and Multimedia Interactive
        Technologies Sdn Bhd, provided that
        such transactions are necessary for
        day-to-day operations and are carried
        out in the ordinary course of
        business on normal commercial terms
        and on terms which are not more
        favourable to the parties with which



        such recurrent transactions are to be
        entered into than those generally
        available to the public and are not
        detrimental to the minority
        shareholders of the Company and that
        the mandate conferred by this
        resolution shall continue to be in
        force until : (a) the conclusion of
        the next AGM of the Company following
        the general meeting at which this
        resolution shall be passed, at which
        time it will lapse, unless by a
        resolution passed at such meeting,
        the authority conferred by this
        resolution is renewed; or (b) the
        expiration of the period within which
        such next AGM is required to be held
        pursuant to Section 143(1) of the
        Companies Act,1965 (excluding however
        such extension as may be allowed
        pursuant to Section 143(2) of the
        Companies Act, 1965); or (c) this
        resolution is revoked or varied by
        resolution passed by the shareholders
        in general meeting whichever is the
        earliest and authorize the Directors
        of the Company be authorised to
        complete and do all such acts and
        things (including executing all such
        documents as may be required) as they
        may consider expedient or necessary
3.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its
        subsidiaries to enter into recurrent
        related party transactions of a
        revenue or trading nature with (i)
        SRG Asia Pacific Sdn Bhd and (ii) UT
        Projects Sdn Bhd, provided that such
        transactions are necessary for day-
        to-day operations and are carried out
        in the ordinary course of business
        on normal commercial terms and on
        terms which are not more favourable
        to the parties with which such
        recurrent transactions are to be
        entered into than those generally
        available to the public and are not
        detrimental to the minority
        shareholders of the Company and the
        mandate conferred by this resolution
        shall continue to be in force until
        (a) the conclusion of the next AGM of
        the Company following the general
        meeting at which this resolution
        shall be passed, at which time it



        will lapse, unless by a resolution
        passed at such meeting, the authority
        conferred by this resolution is
        renewed; or (b) the expiration of the
        period within which such next AGM is
        required to be held pursuant to
        Section 143(1) of the Companies
        Act,1965 (excluding however such
        extension as may be allowed pursuant
        to Section 143(2) of the Companies
        Act, 1965); or (c) this resolution is
        revoked or varied by resolution
        passed by the shareholders in general
        meeting, whichever is the earliest;
        and authorize the Directors of the
        Company to do all such acts and
        things (including executing all such
        documents as may be required) as they
        may consider expedient or necessary
4.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its
        subsidiaries to enter into recurrent
        related party transactions of a
        revenue or trading nature with
        Binariang Satellite Systems Sdn Bhd,
        provided that such transactions are
        necessary for day-to-day operations
        and are carried out in the ordinary
        course of business on normal
        commercial terms and on terms which
        are not more favourable to Binariang
        Satellite Systems Sdn Bhd than those
        generally available to the public and
        are not detrimental to the minority
        shareholders of the Company and the
        mandate conferred by this resolution
        shall continue to be in force until :
        (a) the conclusion of the next AGM
        of the Company following the general
        meeting at which this resolution
        shall be passed, at which time it
        will lapse, unless by a resolution
        passed at such meeting, the authority
        conferred by this resolution is
        renewed; or (b) the expiration of the
        period within which such next AGM is
        required to be held pursuant to
        Section 143(1) of the Companies
        Act,1965 (excluding however such
        extension as may be allowed pursuant
        to Section 143(2) of the Companies
        Act,1965); or (c) this resolution is
        revoked or varied by resolution
        passed by the shareholders in general
        meeting, whichever is the earliest;



        and authorize the Directors of the
        Company to do such acts and things
        (including executing all such
        documents as may be required) as they
        may consider expedient or necessary
        to give effect to this resolution
5.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its
        subsidiaries to enter into recurrent
        related party transactions of a
        revenue or trading nature with (i)
        Tanjong Golden Village Sdn Bhd; and
        (ii) Tanjong City Centre Property
        Management Sdn Bhd, provided that
        such transactions are necessary for
        day-to-day operations and are carried
        out in the ordinary course of
        business on normal commercial terms
        and on terms which are not more
        favourable to the parties with which
        such recurrent transactions are to be
        entered into than those generally
        available to the public and are not
        detrimental to the minority
        shareholders of the Company and the
        mandate conferred by this resolution
        shall continue to be in force until :
        (a) the conclusion of the next AGM
        of the Company following the general
        meeting at which this resolution
        shall be passed, at which time it
        will lapse, unless by a resolution
        passed at such meeting, the
        authority conferred by this
        resolution is renewed; or (b) the
        expiration of the period within which
        such next AGM is required to be held
        pursuant to Section 143(1) of the
        Companies Act,1965 (excluding however
        such extension as may be allowed
        pursuant to Section 143(2) of the
        Companies Act,1965); or (c) this
        resolution is revoked or varied by
        resolution passed by the shareholders
        in general meeting,  whichever is
        the earliest; and authorize the
        Directors of the Company to complete
        and do all such acts and things
        (including executing all such
        documents as may be required) as they
        may consider expedient or necessary
6.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its



        subsidiaries to enter into recurrent
        related party transactions of a
        revenue or trading nature with Arena
        Johan Sdn Bhd, provided that such
        transactions are necessary for day-
        to-day operations and are carried out
        in the ordinary course of business
        on normal commercial terms and on
        terms which are not more favourable
        to Arena Johan Sdn Bhd than those
        generally available to the public and
        are not detrimental to the minority
        shareholders of the Company, and that
        the mandate conferred by this
        resolution shall continue to be in
        force until : (a) the conclusion of
        the next AGM of the Company following
        the general meeting at which this
        resolution shall be passed, at which
        time it will lapse, unless by a
        resolution passed at such meeting,
        the authority conferred by this
        resolution is renewed; or (b) the
        expiration of the period within which
        such next AGM is required to be held
        pursuant to Section 143(1) of the
        Companies Act,1965 (excluding however
        such extension as may be allowed
        pursuant to Section 143(2) of the
        Companies Act,1965); or (c) this
        resolution is revoked or varied by
        resolution passed by the shareholders
        in general meeting, whichever is the
        earliest; and authorize the
        Directors of the Company to complete
        and do all such acts and things
        (including executing all such
        documents as may be required) as they
        may consider expedient or necessary
7.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its
        subsidiaries to enter into recurrent
        related party transactions of a
        revenue or trading nature with (i)
        Oakwood Sdn Bhd; (ii) Arab Malaysian
        Property Trust Management Bhd; (iii)
        MBf Property Holdings Sdn Bhd; (iv)
        AmFinance Berhad; (v) Resorts World
        Berhad, Genting Highlands Berhad and
        Genting Golf Course Berhad and (vi)
        Genting Property Management Sdn Bhd,
        provided that such transactions are
        necessary for day-to-day operations
        and are carried out in the ordinary
        course of business on normal



        commercial terms and on terms which
        are not more favourable to the
        parties with which such recurrent
        transactions are to be entered into
        than those generally available to the
        public and are not detrimental to
        the minority shareholders of the
        Company, and that the mandate
        conferred by this resolution shall
        continue to be in force until :  (a)
        the conclusion of the next AGM of the
        Company following the general
        meeting at which this resolution
        shall be passed, at which time it
        will lapse, unless by a resolution
        passed at such meeting, the authority
        conferred by this resolution is
        renewed; or (b) the expiration of the
        period within which such next AGM is
        required to be held pursuant to
        Section 143(1) of the Companies
        Act,1965 (excluding however such
        extension as may be allowed pursuant
        to Section 143(2) of the Companies
        Act,1965); or (c) this resolution is
        revoked or varied by resolution
        passed by the shareholders in general
        meeting, whichever is the earliest;
        and authorize the Directors of the
        Company to complete and do all such
        acts and things (including executing
        all such documents as may be
        required) as they may consider
        expedient or necessary
8.      Authorize the Company, pursuant to                            Mgmt       No Action         *
        Chapter 10.09 of the Listing
        Requirements of Kuala Lumpur Stock
        Exchange for the Company and its
        subsidiaries to enter into recurrent
        related party transactions of a
        revenue or trading nature with
        HeiTech Padu Berhad, provided that
        such transactions are necessary for
        day-to-day operations and are carried
        out in the ordinary course of
        business on normal commercial terms
        and on terms which are not more
        favourable to HeiTech Padu Berhad
        than those generally available to the
        public and are not detrimental to
        the minority shareholders of the
        Company, and that the mandate
        conferred by this resolution shall
        continue to be in force until : (a)
        the conclusion of e next AGM of the
        Company following the general meeting
        at which this resolution shall be



        passed, at which time it will lapse,
        unless by a resolution passed at such
        meeting, the authority conferred by
        this resolution is renewed; or (b)
        the expiration of the period within
        which such next annual general
        meeting is required to be held
        pursuant to Section 143(1) of the
        Companies Act,1965 (excluding however
        such extension as may be allowed
        pursuant to Section 143(2) of the
        Companies Act,1965); or (c) this
        resolution is revoked or varied by
        resolution passed by the shareholders
        in general meeting, whichever is the
        earliest; and authorize the
        Directors of the Company to do all
        such acts and things (including
        executing all such documents as may
        be required) as they may consider

- -------------------------------------------------------------------------------------------------------
SINOTRANS LTD                                                                 Agenda: 700492921
     CUSIP: Y6145J104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/2/2004            ISIN: CN0001729671
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the report of the                         Mgmt       No Action         *
        Board of Directors for the YE 31 DEC
        2003
2.      Receive and approve the report of the                         Mgmt       No Action         *
        Supervisory Committee for the YE 31
        DEC 2003
3.      Receive and approve the audited                               Mgmt       No Action         *
        accounts of the Company and the
        Auditors report for the YE 31 DEC
4.      Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers as the
        International Auditors of the Company
        and authorize the Directors of the
        Company to fix their remuneration
5.      Authorize the directors of the                                Mgmt       No Action         *
        Company to decide on matter relating
        to the declaration, payment and
        recommendation of interim dividends
        for the year 2004
6.      Receive and approve the profit                                Mgmt       No Action         *
        distribution proposal and final
        dividend of the Company for the YE 31
        DEC 2003
S.7     Amend the Articles                                            Mgmt       No Action         *
        13,65,78,94,109,130 of Articles of
        Association of the Company



- -------------------------------------------------------------------------------------------------------
MTR CORP LTD                                                                  Agenda: 700521594
     CUSIP: Y6146T101                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/3/2004            ISIN: HK0066009694
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the audited                               Mgmt       No Action         *
        statement of accounts and the reports
        of the Directors and Auditors of the
        Company for the YE 31 DEC 2003
2.      Declare a final dividend for the YE                           Mgmt       No Action         *
        31 DEC 2003
3.      Re-elect retiring Members of the                              Mgmt       No Action         *
        Board of Directors
4.      Re-appoint KPMG as the Auditors of                            Mgmt       No Action         *
        the Company and authorize the Board
        of Directors to determine their
        remuneration
5.      Authorize the Directors to allot,                             Mgmt       No Action         *
        issue, grant, distribute and
        otherwise deal with additional shares
        in the Company, not exceeding 20% of
        the issued share capital of the
        Company as at the date of the
        resolution as adjusted Issue
6.      Authorize the Directors to purchase                           Mgmt       No Action         *
        shares in the Company, not exceeding
        10% of the issued share capital of
        the Company as at the date of the
        resolution Repurchase Mandate
7.      Authorize the Directors, subject to                           Mgmt       No Action         *
        the passing of the resolutions to
        grant the Issue Mandate and
        Repurchase Mandate in respect of the
        aggregate nominal amount of share
        capita in the Company purchased by
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company to reflect certain recent
        amendments to the rules governing
        the listing of securities on The
        Stock Exchange of Hong Kong Limited
        and the Companies Ordinance

- -------------------------------------------------------------------------------------------------------
NATIONAL FINANCE PUBLIC COMPANY LIMITED                                       Agenda: 700476989
     CUSIP: Y6238H114                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: TH0083010Y15
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of the AGM 2003                           Mgmt       No Action         *
2.      Acknowledge the report on the                                 Mgmt       No Action         *
        operation results of the Company for
        the year 2003



3.      Approve the audited balance sheets                            Mgmt       No Action         *
        and the profit and loss accounts
        ending on 31 DEC 2003
4.      Approve the allotment of the profit                           Mgmt       No Action         *
        and the payment of the dividend for
        the 2003 operational results
5.      Approve the appointment of the                                Mgmt       No Action         *
        Directors to fulfill the vacancy of
        the Directors retiring by the
6.      Approve the appointment of the                                Mgmt       No Action         *
        Auditors and to determine the
        auditing fee for 2004
7.      Approve the Financial Institutional                           Mgmt       No Action         *
        Business Restructuring Plan of the
        Group
8.      Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by adding the provision
        regarding the related transactions
9.      Acknowledge the payment of                                    Mgmt       No Action         *
        remuneration for the Board of
        Directors of the Company for the year
        2003

- -------------------------------------------------------------------------------------------------------
NEW WORLD DEVELOPMENT CO LTD                                                  Agenda: 700422378
     CUSIP: Y63084126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 12/2/2003           ISIN: HK0017000149
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        statement of accounts and the reports
        of the Directors and the Auditors
        for the YE 30 JUN 2003
2.      Re-elect the Directors and authorize                          Mgmt       No Action         *
        the Directors to fix their
3.      Re-elect the Joint Auditors and                               Mgmt       No Action         *
        authorize the Directors to fix their
        remuneration

- -------------------------------------------------------------------------------------------------------
NEW WORLD DEVELOPMENT CO LTD                                                  Agenda: 700444502
     CUSIP: Y63084126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 1/8/2004            ISIN: HK0017000149
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the share exchange as                                 Mgmt       No Action         *
        specified and all other transactions
        contemplated in connection therewith
        and authorize the Directors of the
        Company to do such acts and things
        and execute such other documents
        which in their opinion may be
        necessary, desirable or expedient to
        carry out or give effect to the share
        exchange and contemplated in
        connection therewith and otherwise to
        procure the completion thereof



- -------------------------------------------------------------------------------------------------------
NEW WORLD DEVELOPMENT CO LTD                                                  Agenda: 700465455
     CUSIP: Y63084126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 3/22/2004           ISIN: HK0017000149
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Increase authorized share capital of                          Mgmt       No Action         *
        the Company from HKD 3,300,000,000 to
        HKD 10,000,000,000 by the creation
        of 6,700,000,000 additional shares of
        HKD 1.00 each in the capital of the
2.      Approve that subject to the passing                           Mgmt       No Action         *
        of Ordinary Resolution No. 1 set out
        in the notice convening the
        Extraordinary General Meeting at
        which this Resolution is proposed:
        (A) conditional upon the Listing
        Committee of The Stock Exchange of
        Hong Kong Limited (the Stock
        Exchange ) granting a listing of and
        permission to deal in the shares of
        HKD 1.00 each of the Company in their
        nil-paid and fully-paid forms to be
        allotted to the shareholders of the
        Company by way of rights as announced
        on 13 FEB 2004 of not less than
        987,817,877 and not more than
        1,031,232,719 new shares of HKD 1.00
        each (the Rights Shares ) is hereby
        approved; and (B) the Directors of
        the Company be and are hereby
        authorized to allot and issue the
        Rights Shares pursuant to or in
        connection with the Rights Issue
        notwithstanding that the same may be
        offered, allotted or issued
        otherwise than pro rata to the
        existing shareholders of the Company
        and, in particular, the Directors of
        the Company may make such exclusions
        or other arrangements in relation to
        fractional entitlements or overseas
        shareholders as they deem necessary
        or expedient having regard to any
        restrictions or obligations under the
        laws of, or the requirements of any
        recognized regulatory body or any
        stock exchange in, any territory
        outside Hong Kong, and to do all acts
        and things which in their opinion
        are necessary



- -------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD                                       Agenda: 700470901
     CUSIP: Y64248126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/15/2004           ISIN: SG1L51001825
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE BE ADVISED THAT THIS IS A                              Non-       No Action         *
        REVISION DUE TO THE REVISED WORDING                          Voting
        OF RESOLUTIONS.  IF YOU HAVE ALREADY
        SENT YOUR VOTES, PLEASE DO NOT RE-
        SEND THIS PROXY FORM UNLESS YOU WISH
        TO AMEND YOU VOTING INSTRUCTIONS.
1.      Approve, for the purpose of Sections                          Mgmt       No Action         *
        76C and 76E of the Companies Act,
        Chapter 50, the exercise by the
        Directors of the Bank of all the
        powers of the Bank to purchase or
        otherwise acquire units of ordinary
        stock transferable in amounts and
        multiples of SGD 1 each in the
        capital of the Bank ( Stock Units )
        into which issued and fully paid-up
        ordinary shares of SGD 1 each in the
        capital of the Bank ( Ordinary Shares
        ) are converted not exceeding in
        aggregate the Maximum Limit at such
        price or prices as may be determined
        by the Directors form time to time up
        to the Maximum Price, whether by way
        of: (i) market purchase(s) on the
        Singapore Exchange Securities Trading
        Limited and/or any other stock
        exchange on which the Stock Units may
        for the time being be listed and
        quoted; and/or (ii) off-market
        purchase(s) (if effected otherwise
        than on the SGX-ST or, as the case
        may be, Other Exchange) in accordance
        with any equal access scheme(s) as
        may be determined or formulated by
        the Directors as they consider fit,
        with scheme(s) shall satisfy all the
        conditions prescribed by the
        Companies Act, and other wise in
        accordance with all other laws and
        regulations and rules of the SGX-ST,
        or as the case may be, Other Exchange
        as may for the time being be
        applicable, be and is hereby
        authorized and approve generally and
        unconditionally (the Stock Purchase
        Mandate ); authority conferred on the
        Directors of the Bank pursuant to
        the Stock Purchase Mandate may be
        exercised by the Directors at any
        time and from time to time during the
        period commencing from the date of



        the passing of this Resolution and
        expiring by the next AGM; authorize
        the Directors of the Bank and/or any
        of them to complete and do all such
        acts and things (including executing
        such documents as may be required) as
        they and/or he may consider
        expedient or necessary to give effect
        to the transactions contemplated

- -------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD                                       Agenda: 700489087
     CUSIP: Y64248126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: SG1L51001825
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
2.      Authorize the Directors of the Bank,                          Mgmt       No Action         *
        subject to the passing of Resolution
        S.1 to, issue preference shares
        referred to in Article 7I and Article
        7J of the Articles of Association of
        the Bank and/or make or grant
        offers, agreements or options that
        might or would require preference
        shares to be issued, and to do all
        such acts and things as the Directors
        may consider necessary or
        appropriate to give effect to this
        resolution;  Authority expires the
        earlier of the next AGM of the
        Company or the date of the next AGM
S.1     Approve to increase the authorized                            Mgmt       No Action         *
        share capital of the Bank by the
        creation of 15,000,000 new class I
        preference shares of par value SGD
        0.01 each subject to the
        restrictions set out in the New
        Article 7I and 12,500,000 shares of
        par value USD 0.01  subject to the
        restrictions set out in the New
        Article 7I ; and amend the Articles
        of Association of the Bank by
        inserting New Articles 7I and 7J

- -------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD                                       Agenda: 700390824
     CUSIP: Y64248126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 7/28/2003           ISIN: SG1L51001825
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
S.1     Approve, pursuant to Article 56 of                            Mgmt       No Action         *
        the Bank s Articles of Association
        and subject to the confirmation of
        the High Court of the Republic of
        Singapore, a) to reduce the issued
        and paid-up ordinary share capital of



        the Bank by canceling all of the
        12,138,915 ordinary shares of SGD
        1.00 each in the capital of the Bank
        which, on issue, were converted into
        12,138,915 ordinary stock units of
        SGD 1.00 each, held by Fraser and
        Neave, Limited F & N ad forthwith
        upon such reduction taking effect,
        the sum of SGD 12,138,915 arising
        from such reduction of issued and
        paid-up ordinary share capital be
        returned to F&N on the basis of SGD
        1.00 for each ordinary stock unit of
        SGD 1.00 in the capital of the Bank
        held by F&N so cancelled; b) subject
        to and forthwith upon the point a)
        taking effect, the sum standing to
        the credit of the share premium
        account of the bank be reduced by a
        sum of SGD 92,619,921.45 and that
        such reduction be effected by
        returning SGD 7.63 in cash to F & N
        for each issued and fully paid-up
        ordinary stock unit in the capital of
        the Bank which is cancelled pursuant
        to point a); and authorize the
        Directors to do all acts and things
        and execute all documents as they or
        he consider necessary

- -------------------------------------------------------------------------------------------------------
PCCW LTD                                                                      Agenda: 700496854
     CUSIP: Y6802P120                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: HK0008011667
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and consider the audited                              Mgmt       No Action         *
        financial statements of the Company
        and the reports of the Directors and
        the Auditors for the YE 31 DEC 2003
2.      Re-elect the Directors and authorize                          Mgmt       No Action         *
        the Directors to fix their
        remuneration of the Directors
3.      Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers as the
        Auditors and authorize the Directors
        to fix their remuneration
4.      Authorize the Directors to allot,                             Mgmt       No Action         *
        issue and deal with additional shares
        in the capital of the Company or
        securities convertible into shares or
        options, warrants or similar rights
        to subscribe for shares and make or
        grant offers, agreements and options
        during and after the relevant period,
        not exceeding 20% of the aggregate



        nominal amount of the issued share
        capital of the Company, otherwise
        than pursuant to i) a rights issue;
        or ii) the exercise of rights of
        subscription or conversion under the
        terms of any warrants issued by the
        Company or any securities; or iii)
        the exercise subscription rights
        under any option scheme or similar
        arrangement; or iv) any scrip
        dividend or similar arrangement;
        Authority expires the earlier of the
        conclusion of the next AGM of the
        Company or the expiration of the
        period within which the next AGM is
5.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase shares of the
        Company during the relevant period,
        on The Stock Exchange of Hong Kong
        Limited or any other stock exchange
        on which the shares of the Company
        have been or may be listed and
        recognized by the Securities and
        Futures Commission of Hong Kong on
        share repurchases for such purposes,
        subject to and in accordance with all
        applicable laws and regulations, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the AGM of the Company or the
        expiration of the period within which
        the next AGM of the Company
6.      Approve, subject to the passing of                            Mgmt       No Action         *
        Resolution 5, the aggregate nominal
        amount of share capital of the
        Company allotted by the Directors
        pursuant to and in accordance with
        the mandate granted under Resolution
        4, is increased and extended by the
        addition of the aggregate nominal
        amount of the shares in the capital
        of the Company that may be
        repurchased by the Company pursuant
        to Resolution 5, provided that such
        amount shall not exceed 10% of the
        aggregate nominal amount of the
        issued share capital of the Company



7.      Approve the share option scheme of                            Mgmt       No Action         *
        the Company, subject to and condition
        upon the Listing Committee of the
        Stock Exchange and the granting of
        options thereunder; and authorize the
        Directors of the Company to do all
        such acts and to enter all such
        transactions, arrangements and
        agreements as deem necessary or
        expedient in order to share option
        scheme including but without
        limitation to administer the share
        option scheme, to modify and/or amend
        the share option scheme, to allot
        and issue shares pursuant to the
        exercise of the options under the
        share option scheme shall not exceed
        10% of the relevant class of the
        issued share capital of the Company
        and the maximum number of shares
        granted under the share option scheme
        and any other share option scheme of
        the Company in issue shall not
        exceed 30% of the relevant class of
        the issued share capital of the
        Company, to make application to the
        Stock Exchange and other stock
        exchanges upon which the issued
        shares of the Company listed, to
        consent and expedient to such
        conditions, modifications and/or
        variations required by the relevant
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company by: a) deleting some
        definitions in Article 2 and
        replacing with new definitions; b)
        replacing the reference in Article
        78(b); c) adding the new Article 82A
        after existing Article 82; d) adding
        the new sub-paragraph (e) to Article
        83; e) deleting the Articles 100(g)
        and 100(h) and substituting with the
        new Articles; f) deleting the new
        Article 102 and substituting with the
        new Article 102; g) replacing a word
        in Article 104; and h) replacing the
        reference in Article 176(a)

- -------------------------------------------------------------------------------------------------------
PCCW LTD                                                                      Agenda: 700481930
     CUSIP: Y6802P120                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 4/29/2004           ISIN: HK0008011667
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve that the transaction, the                             Mgmt       No Action         *
        acquisition agreement and all the
        other transactions contemplated
        therein and authorize any one
        Director of the Company, as directed
        by the Board of the Company or a
        Committee of the Board to execute
        all such documents and to do all such
        acts, matters or things as he may in
        his discretion consider necessary or
        desirable on behalf of the Company
        for the purpose of or in connection
        with the transactions or the
        implementation or the exercise or
        enforcement of any of the rights and
        performance of obligations under the
        acquisition agreement

- -------------------------------------------------------------------------------------------------------
PERUSAHAAN OTOMOBIL NASIONAL BHD PROTON                                       Agenda: 700410424
     CUSIP: Y6860U102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 9/29/2003           ISIN: MYL5304OO000
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING # 112431 DUE TO REVISED                           Voting
        WORDING OF RESOLUTION NUMBER 3.  ALL
        VOTES RECEIVED ON THE PREVIOUS
        MEETING WILL BE DISREGARDED AND YOU
        WILL NEED TO REINSTRUCT ON THIS
        MEETING NOTICE. THANK YOU.
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        financial statements FYE 31 MAR 2003
        and the reports of the Directors and
        the Auditors
10.     Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 132D of the Companies Act,
        1965, to issue and allot shares in
        the Company of up to10% of the issued
        share capital of the Company
2.      Declare a final tax exempt dividend                           Mgmt       No Action         *
        of MYR 12 sen per ordinary share
3.      Re-elect Mr. Y. Bhg. Datuk Kisai bin                          Mgmt       No Action         *
        Rahmat as a Director in accordance
        with Article 103 of the Company s
        Articles of Association
4.      Re-elect Mr. Y. Bhg. Dato Haji Abdul                          Mgmt       No Action         *
        Majid Bin Haji Hussein as a Director
        in accordance with Article 103 of
        the Company s Articles of Association
5.      Re-elect Mr. Hisayoshi Kumai as a                             Mgmt       No Action         *
        Director in accordance with Article
        103 of the Company s Articles of
        Association



6.      Re-elect Mr. Y. Bhg. Datuk A. Razak                           Mgmt       No Action         *
        Bin Ramli as a Director in accordance
        with Article 103 of the Company s
        Articles of Association
7.      Re-elect Mr. Masaharu Iwata as a                              Mgmt       No Action         *
        Director in accordance with Article
        110 of the Company s Articles of
        Association
8.      Approve the Directors fees FYE 31                             Mgmt       No Action         *
        MAR 03
9.      Re-appoint Messrs.                                            Mgmt       No Action         *
        PricewaterhouseCoopers as the
        Auditors and authorize the Directors
        to fix their remuneration

- -------------------------------------------------------------------------------------------------------
PETROCHINA CO LTD                                                             Agenda: 700486865
     CUSIP: Y6883Q104                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: CN0009365379
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Board of                            Mgmt       No Action         *
        Directors of the Company for the year
        2003
10.     Transact any other matters                                    Other      No Action         *
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee of the Company for the
        year 2003
3.      Approve the audited financial                                 Mgmt       No Action         *
        statement of the Company for the year
        2003
4.      Approve the declaration and payment                           Mgmt       No Action         *
        of a final dividend for the YE 31 DEC
        2003 in the amount and in the manner
        recommended by the Board of
5.      Authorize the Board of Directors to                           Mgmt       No Action         *
        determine the distribution of interim
        dividend for the year 2004
6.      Appoint PricewaterhouseCoopers,                               Mgmt       No Action         *
        Certified Public Accountant as the
        International Auditors of the Company
        and PricewaterhouseCoopers Zhong
        Tian CPAs Limited Company, Certified
        Public Accountants, as the domestic
        Auditors of the Company for the year
        2004 and authorize the Board of
        Directors to fix their remuneration
7.      Elect the Directors of the Company                            Mgmt       No Action         *
8.      Elect the Supervisors of the Company                          Mgmt       No Action         *


S.9     Authorize the Board of Directors to                           Mgmt       No Action         *
        make amendments to the Articles of
        Association of the Company as it
        thinks fit so as to increase the
        registered share capital of the
        Company and reflect the new capital
        structure of the Company upon the
        allotment and issuance of shares of
        the Company as contemplated in this
        resolution during the relevant period
        to allot and deal with additional
        domestic shares and overseas listed
        foreign shares of the Company and to
        make grant offers, agreements and
        options in respect to the following
        conditions: such mandate shall not
        exceed beyond the relevant period to
        make or grant offers, agreements or
        options the aggregate nominal amount
        of the domestic shares and overseas
        listed foreign shares issued and
        allotted or agreed to be issued and
        allotted by the Board of Directors
        otherwise than pursuant to i) a
        rights issue; or ii) any share option
        scheme or similar arrangement
        adopted by the Company from time to
        time for the grant or issue to
        officers and employees of the Company
        and/or any of its subsidiaries of
        shares or rights to acquire shares of
        the Company shall not exceed 20% of
        the aggregate nominal amount of the
        domestic shares and overseas listed
        foreign shares of the Company in
        issue as at the date of this
        resolution, under such mandate in
        accordance with the Company Law of
        the PRC and the Rules Governing the
        Listing og Securities on the Stock
        Exchange of Hong Kong limited and
        only if all necessary approvals from
        China Securities Regulatory
        Commission and/or other relevant PRC
        government authorities are obtained;
        Authority expires the earlier of the
        conclusion of the next AGM

- -------------------------------------------------------------------------------------------------------
PTT PUBLIC COMPANY LIMITED                                                    Agenda: 700462586
     CUSIP: Y6883U113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/9/2004            ISIN: TH0646010015
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Certify the minutes of the 2003                               Mgmt       No Action         *
        shareholders AGM held on 29,20 APR
        2003



2.      Approve PTT s 2003 operating results                          Mgmt       No Action         *
3.      Approve the audited balance sheet and                         Mgmt       No Action         *
        income statement for the YE 31 DEC
4.      Approve the annual net profit                                 Mgmt       No Action         *
        allocation and dividend payment
5.      Appoint the new Directors to replace                          Mgmt       No Action         *
        the Directors who are due to retire
        by rotation
6.      Determine the remuneration for PTT s                          Mgmt       No Action         *
        Board of Directors for 2004
7.      Appoint the Auditor; and determine                            Mgmt       No Action         *
        its remuneration
8.      Transact any other business (if any)                          Other      No Action         *

- -------------------------------------------------------------------------------------------------------
PETRONAS DAGANGAN BHD PDB                                                     Agenda: 700372193
     CUSIP: Y6885A107                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/14/2003           ISIN: MYL5681OO001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited financial                                 Mgmt       No Action         *
        statements for the FYE 31 MAR 2003
        with the reports of the Directors and
        the Auditors
2.      Approve the payment of final dividend                         Mgmt       No Action         *
        of 10% per ordinary share less tax
        for the FYE 31 MAR 2003
3.      Re-elect, Mr. Tan Sri Dato Mohd                               Mgmt       No Action         *
        Hassan Bin Marican, as a Director,
        pursuant to Article 93 of the Company s
        Articles of Association
4.      Re-elect, Dr. R. Thillainathan, as a                          Mgmt       No Action         *
        Director pursuant to Article 93 of
        the Company s Articles of Association
5.      Re-elect, Mr. Ainon Marziah BT Wahi,                          Mgmt       No Action         *
        as a Director pursuant to Article 96
        of the Company s Articles of
        Association
6.      Re-elect, Mr. Ibrahim Bin Marsidi, as                         Mgmt       No Action         *
        a Director pursuant to Article 93 of
        the Company s Articles of
7.      Approve the payment of the Director s                         Mgmt       No Action         *
        fees for the FYE 31 MAR 2003
8.      Re-appoint Messrs. KPMG Desa Megat                            Mgmt       No Action         *
        and Company as the Auditors, and
        authorize the Directors to fix their
        remuneration; and approve the payment
        of Directors fees for the FYE 31
        MAR 2003



- -------------------------------------------------------------------------------------------------------
PETRONAS GAS BHD                                                              Agenda: 700388401
     CUSIP: Y6885J116                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 7/21/2003           ISIN: MYL6033OO004
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the audited                                 Mgmt       No Action         *
        financial statements for the FYE 31
        MAR 2003 and the reports of the
        Directors and the Auditors

2.      Approve the payment of final dividend                         Mgmt       No Action         *
        of 10% per ordinary share for the
        FYE 31 MAR 2003
3.      Approve the payment of special                                Mgmt       No Action         *
        dividend of 10% per ordinary share
        for the FYE 31 MAR 2003
4.      Re-elect Mr. Tan Sri Dato Mohd                                Mgmt       No Action         *
        Hassan Bin Marican as a Director,
        pursuant to Article 93 of the Company s
        Articles of Association
5.      Re-elect Mr. Muri Bin Muhammad as a                           Mgmt       No Action         *
        Director, pursuant to Article 93 of
        the Company s Articles of Association
6.      Re-elect Mr. Chew Kong Seng as a                              Mgmt       No Action         *
        Director, pursuant to Article 93 of
        the Article of the Company s Articles
        of Association
7.      Re-elect Mr. Abdul Rahim Bin Hashim                           Mgmt       No Action         *
        as a Director, pursuant to Article 96
        of the Company s Article of
8.      Re-elect Mr. Wan Zulkiflee Bin Wan                            Mgmt       No Action         *
        Ariffin as a Director, pursuant to
        Article 96 of the Company s Articles
        of Association
9.      Approve the Directors fees for the                            Mgmt       No Action         *
        FYE 31 MAR 2003
10.     Re-appoint Messrs. KPMG Desa Mega TN                          Mgmt       No Action         *
        Company as the Auditors and authorize
        the Directors to fix their
11.     Transact any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
PICC PROPERTY AND CASUALTY COMPANY LTD                                        Agenda: 700513220
     CUSIP: Y6975Z103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/15/2004           ISIN: CN0005531867
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Directors                           Mgmt       No Action         *
        for 2003



2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee for 2003
3.      Approve the report of the Auditors                            Mgmt       No Action         *
        and the audited financial statements
        for 2003
4.      Approve the Profit Distribution Plan                          Mgmt       No Action         *
        and the recommendation for dividend
        for 2003
5.      Re-appoint Ernst & Young as the                               Mgmt       No Action         *
        Auditors of the Company until the
        conclusion of the next AGM and
        authorize the Board of Directors to
        fix their remuneration
6.      Appoint Mr. Tse Sze-Wing, Edmund as                           Mgmt       No Action         *
        Non-Executive Director of the Company
S.7     Approve to grant the general mandate                          Mgmt       No Action         *
        to the Board of Directors to issue,
        allot and deal with additional
        domestic shares and H shares not
        exceeding 20% of each of the issued
        domestic shares and H shares of the
        Company and authorize the Board of
        Directors to make corresponding
        amendments to the Articles of
        Association as it thinks fit so as to
        reflect the new capital structure
        upon the allotment or issuance
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company

- -------------------------------------------------------------------------------------------------------
PT MULIA INDUSTRINDO TBK                                                      Agenda: 700524083
     CUSIP: Y71312113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/30/2004           ISIN: ID1000060106
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the annual report, balance                            Mgmt       No Action         *
        sheet report, profit and loss report
        for the YE 31 DEC 2003
2.      Approve balance sheet report, profit                          Mgmt       No Action         *
        and loss report for the YE 31 DEC
        2002, and to give Acquit Et de charge
        for the Board of Commissioners and
        Directors for the YE 31 DEC 2003
3.      Appoint Public Accountant for the                             Mgmt       No Action         *
        year 2004

- -------------------------------------------------------------------------------------------------------
PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD                                  Agenda: 700480508
     CUSIP: Y7145P132                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: TH0355010Z16
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE NOTE THAT PARTIAL AND SPLIT                            Non-       No Action         *
        VOTING ARE ALLOWED.  THANK YOU.                              Voting
1.      Approve the minutes of the 2003 AGM                           Mgmt       No Action         *
10.     Other business                                                Other      No Action         *
2.      Acknowledge the Company s performance                         Mgmt       No Action         *
        for the year 2003 and approve the
        2003 financial statements
3.      Approve the appointment of new                                Mgmt       No Action         *
        Directors in replacement of those who
        retires by rotation and set the
        Directors remuneration
4.      Appoint the Auditor and set his/her                           Mgmt       No Action         *
        remuneration
5.      Approve the reallocation of the 2.4                           Mgmt       No Action         *
        million shares which was previously
        registered and reserved for the
        exercise of right under the WTS
        issued to Management and employees in
        1998, but has expired
6.      Approve the issuance and offering of                          Mgmt       No Action         *
        0.8 million units of WTS to purchase
        the Company s common shares for
        Management and employees as proposed
        in Resolution 5 for the year 2004-
7.      Approve the issuance and offering of                          Mgmt       No Action         *
        2 million units of WTS to purchase
        the Company s common shares for
        Management and employees for the year
        2004, which is in accordance with
        the continuous 5 year program
8.      Approve the allotment of the 0.8                              Mgmt       No Action         *
        million shares, registered in 1998
        for the exercise of right under the
        WTS issued to Management and
        employees for the year 2004, as
        requested for approval in Resolution
9.      Approve the allotment of 2 million                            Mgmt       No Action         *
        shares, registered in 2002 for the
        exercise of rights under the WTS
        issued to Management and employees
        for the year 2004, as requested for
        approval in Resolution 7

- -------------------------------------------------------------------------------------------------------
QINGLING MOTORS CO LTD                                                        Agenda: 700410575
     CUSIP: Y71713104                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/22/2003          ISIN: CN0008918244
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



        PLEASE BE ADVISED THAT THIS IS A                              Non-       No Action         *
        REVISION DUE TO THE REVISED WORDING                          Voting
        OF RESOLUTIONS.  IF YOU HAVE ALREADY
        SENT YOUR VOTES, PLEASE DO NOT RE-
        SEND THIS PROXY FORM UNLESS YOU WISH
        TO AMEND YOU VOTING INSTRUCTIONS.
1.      Approve the resignation of Mr. Utsumi                         Mgmt       No Action         *
        Jun as an Executive Director of the
        Company with effect from the date
        hereof
2.      Elect Mr. Yoshito Mochizuki as an                             Mgmt       No Action         *
        Executive Director of the Company
        until the date of the AGM in 2006 and
        authorize the Board of Directors to
        enter into a service contract with
        Mr. Yoshito Mochizuki and do all acts
        and things deemed necessary to give
        effect to such matters

- -------------------------------------------------------------------------------------------------------
SAHAVIRIYA STEEL INDUSTRIES PUBLIC CO LTD                                     Agenda: 700472866
     CUSIP: Y7441E112                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/27/2004           ISIN: TH0436010019
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to certify the minutes of the                         Mgmt       No Action         *
        AGM No. 14 held on 29 APR 2003
2.      Approve to certify the Company s                              Mgmt       No Action         *
        annual report and the Board of
        Directors report for 2003
3.      Approve the balance sheets and the                            Mgmt       No Action         *
        profit and loss statements of the FYE
        31 DEC 2003
4.      Approve the allocation of 2003                                Mgmt       No Action         *
5.      Re-appoint the Directors, who retire                          Mgmt       No Action         *
        by rotation
6.      Approve the Directors remuneration                            Mgmt       No Action         *
        for the year 2003
7.      Appoint the Auditors and determine                            Mgmt       No Action         *
        the Auditors fees
8.      Approve an amendment to Clause 3 of                           Mgmt       No Action         *
        the Memorandum of Association of the
        Company to add one more objective
        after which it will have 45
9.      Other business                                                Other      No Action         *

- -------------------------------------------------------------------------------------------------------
SHIN CORPORATION PUBLIC CO LTD                                                Agenda: 700461875
     CUSIP: Y77496142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/23/2004           ISIN: TH0201010Z12
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the matters to be informed                            Mgmt       No Action         *
2.      Approve and certify the minutes of                            Mgmt       No Action         *
        the AGM of shareholders held on 29
        APR 200323
3.      Approve and certify the Board of                              Mgmt       No Action         *
        Directors report on the cooperating
        results for 2003
4.      Approve the Company s balance sheet,                          Mgmt       No Action         *
        statement of income and the statement
        of cash flow for the YE 31 DEC 2003
5.      Approve the appropriation of the net                          Mgmt       No Action         *
        profit of the Company for 2003
6.      Approve the appointment of the                                Mgmt       No Action         *
        Company s Auditor, and fix their
7.      Approve the election of the Directors                         Mgmt       No Action         *
        replacing those retired by rotation
        to determine the authorized
        signatories of the Company
8.      Approve to fix the Directors                                  Mgmt       No Action         *
        remuneration for 2004
9.      Approve the issuance and offering of                          Mgmt       No Action         *
        warrants of 13,660,200 units to
        purchase the Company s ordinary
        shares to the Directors, employees
        and advisors of the Company ESOP

10.     Approve the allocation of 13,660,200                          Mgmt       No Action         *
        new ordinary shares, at par value of
        THB 1 each in order to reserve for
        the exercise of warrants under the
        ESOP Grant III
11.     Approve the allocation of warrants of                         Mgmt       No Action         *
        the Company s Directors, employees
        and advisors who are eligible for the
        warrants exceeding 5% of the total
        ESOP Grant III
12.     Transact other matters                                        Other      No Action         *

- -------------------------------------------------------------------------------------------------------
SIAM CEMENT PUBLIC CO LTD (FORMERLY SIAM                                      Agenda: 700451088
CEMENT CO LTD)
     CUSIP: Y7866P147                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/24/2004           ISIN: TH0003010Z12
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Please note that this is a revision                           Non-       No Action         *
        due to reflect that partial and split                        Voting
        voting are allowed at this meeting.
        If you have already sent in your
        votes, please do not return this
        proxy form unless you decide to amend
        your original instructions.



1.      Approve the minutes of the AGM No.10                          Mgmt       No Action         *
2.      Approve the Company s operation                               Mgmt       No Action         *
        results for the year 2003 and the
        balance sheet and the profit and loss
        statement for the FYE 31 DEC 2003
3.      Approve the allocation of profits for                         Mgmt       No Action         *
        2003
4.      Elect the Directors in replacement                            Mgmt       No Action         *
        for the Directors who are due to
        retire by rotation
5.      Appoint the Auditor and determine the                         Mgmt       No Action         *
        Auditor s remuneration for the year
        2004
6.      Approve the amendment to the Company s                        Mgmt       No Action         *
        regulations in 3 topics: a) to
        amend the Company s regulations
        regarding the Directors bonus
        payment order to comply with the
        adjustment of the bonus payment and
        remuneration for Directors; b) to
        amend the Company s regulations
        regarding the authorized signatories
        legally binding the Company with the
        Company s common seal on; and c) to
        amend the Company s regulations
        regarding the connected transactions
        of the Listed Companies to comply
        with the notification of the Stock
        Exchange of Thailand Governing the
        entering into the disclosure of
        information
7.      Approve to adjust the rate of the                             Mgmt       No Action         *
        bonus payment and the remuneration
        for Directors
8.      Other business                                                Other      No Action         *

- -------------------------------------------------------------------------------------------------------
SIAM CITY CEMENT PUBLIC CO LTD                                                Agenda: 700456331
     CUSIP: Y7887N139                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/8/2004            ISIN: TH0021010010
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve and adopt the minutes of the                          Mgmt       No Action         *
        10TH Annual General Shareholders
        Meeting held on 29 APR 2003
2.      Approve and acknowledge the report of                         Mgmt       No Action         *
        the Audit Committee
3.      Approve and acknowledge the report of                         Mgmt       No Action         *
        the Board of Directors
4.      Approve the Company s Balance sheet                           Mgmt       No Action         *
        as of 31 DEC 2003 and profit and loss
        statement for the year 2003



5.      Approve the appropriation of the                              Mgmt       No Action         *
        Company s net profit for the year
        2003; and declare the dividends and
        payment of the Directors bonus; and
        acknowledge the payment of the
        interim dividends
6.      Approve the re-election of Directors,                         Mgmt       No Action         *
        who retires by rotation
7.      Approve the appointment of the                                Mgmt       No Action         *
        Auditors and fix their remuneration
        for the year 2004
8.      Amend the Articles of Association of                          Mgmt       No Action         *
        the Company in compliance with the
        set s regulation governing connected
        transactions
9.      Transact any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
THE SIAM COMMERCIAL BANK PUBLIC CO LTD                                        Agenda: 700462687
     CUSIP: Y7905M113                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/8/2004            ISIN: TH0015010018
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------



1.      Approve the minutes of AGM of the                             Mgmt       No Action         *
        shareholder number 180 held on 09 APR
        2003
10.     Transact any other business                                   Other      No Action         *
2.      Acknowledge the annual report                                 Mgmt       No Action         *
        prepared by the Board of Directors
        for the FY 2003
3.      Approve the financial statements for                          Mgmt       No Action         *
        the FY 2003 ending 31 DEC 2003
4.      Approve the allocation of profits and                         Mgmt       No Action         *
        dividend payment
5.      Approve the Directors bonus                                   Mgmt       No Action         *
6.      Elect the Directors in replacement of                         Mgmt       No Action         *
        those retired by rotation
7.      Appoint the Auditors and approve to                           Mgmt       No Action         *
        fix the auditing fee
8.      Amend the Bank s Articles of                                  Mgmt       No Action         *
        Association
9.      Amend the Clause 4 of the Bank s                              Mgmt       No Action         *
        Memorandum of Association

- -------------------------------------------------------------------------------------------------------
THE SIAM COMMERCIAL BANK PUBLIC CO LTD                                        Agenda: 700462675
     CUSIP: Y7907V129                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/8/2004            ISIN: TH0015020017
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of the AGM No.180                         Mgmt       No Action         *
        held on 09 APR 2003

2.      Acknowledge the annual report                                 Mgmt       No Action         *
        prepared by the Board of Directors
        for the FY 2003
3.      Approve the financial statement for                           Mgmt       No Action         *
        the FYE 31 DEC 2003
4.      Approve the allocation of the profits                         Mgmt       No Action         *
        and the dividend payment
5.      Approve the Director s bonus                                  Mgmt       No Action         *
6.      Elect the Directors in replacement of                         Mgmt       No Action         *
        those retired by rotation
7.      Appoint the Auditors and fix the                              Mgmt       No Action         *
        auditing fee
8.      Approve the amendment to the Bank s                           Mgmt       No Action         *
        Articles of Association
9.      Approve the amendment to Clause 4 of                          Mgmt       No Action         *
        the Bank s Memorandum of Association
10.     Other business                                                Other      No Action         *

- -------------------------------------------------------------------------------------------------------
SEMBCORP INDUSTRIES LTD                                                       Agenda: 700499672
     CUSIP: Y79711100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: SG1G26864940
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the accounts for the YE 31
        DEC 2003
2.      Approve the payment of a gross final                          Mgmt       No Action         *
        dividend of SGD 0.05 per share less
        income tax for the YE 31 DEC 2003
3.      Re-elect Mr. K Shanmugam, who retires                         Mgmt       No Action         *
        pursuant to Article 93 of the
        Company s Articles of Association
4.      Re-elect Mr. Goh Geok Ling, who                               Mgmt       No Action         *
        retires pursuant to Article 93 of the
        Company s Articles of Association
5.      Re-elect Mr. Richard Hale OBE, who                            Mgmt       No Action         *
        retires pursuant to Article 93 of the
        Company s Articles of Association
6.      Re-elect the Mr. Yong Ying-I, who                             Mgmt       No Action         *
        retires pursuant to Article 99 of the
        Company s Articles of Association
7.      Re-elect the Dr. Vichit                                       Mgmt       No Action         *
        Suraphongchai, who retires pursuant
        to Article 99 of the Company s



8.      Re-appoint Mr. Tetsuro Kawakami as a                          Mgmt       No Action         *
        Director until the next AGM, who
        retires under Section 153(6) of the
        Companies Act, Chapter 50
9.      Approve the sum of SGD 675,321 as                             Mgmt       No Action         *
        Directors fees for the YE 31 DEC
10.     Re-appoint KPMG as the Auditors of                            Mgmt       No Action         *
        the Company and authorize the
        Directors to fix their remuneration
11.     Authorize the Directors of the                                Mgmt       No Action         *
        Company to: a) i) issue shares in the
        capital of the Company whether by
        way of rights, bonus or otherwise;
        and/or; ii) to make or grant offers,
        agreements or options instruments
        that might or would require shares to
        be issued, including but not limited
        to the creation and issue of
        warrants, debentures or other
        instruments convertible into shares,
        at any time and upon such terms and
        conditions and for such purposes and
        to such persons as the Directors deem
        fit; b) issue shares in pursuance of
        any instrument made or granted by
        the Directors while this resolution
        was in force, provided that:
        notwithstanding the authority
        conferred by this resolution may have
        ceased to be in force , 1) the
        aggregate number of shares to be
        issued pursuant to this resolution
        including shares to be issued in
        pursuance of Instruments made or
        granted pursuant to this resolution
        does not exceed 50% of the issued
        share capital of the Company, of
        which the aggregate number of shares
        to be issued other than on a pro rata
        basis to shareholders of the Company
        including shares to be issued in
        pursuance of instruments made or
        granted pursuant to this resolution
        does not exceed 20% of the issued
        share capital of the Company; 2)
        subject to such manner of calculation
        as prescribed by the Singapore
        Exchange Securities Trading Limited
        SGX-ST for the purpose of
        determining the aggregate number of
        shares that may issued, the
        percentage of issued share capital
        shall be based on the issued share
        capital of the Company as at the time
        this resolution is passed, after
        adjusting for: i) new shares arising



        from the conversion or exercise of
        any convertible securities or share
        options or vesting of share awards
        which are outstanding or subsisting
        at the time this resolution is
        passed; and ii) any subsequent
        consolidation or subdivision of
        shares; 3) in exercising the
        authority conferred by this
        resolution, the Company shall comply
        with the provisions of the listing
        manual of the SGX-ST unless such
        compliance has been waived by the



        SGXST and the Articles of
        Association for the time being of the
        Company; and 4) the authority
        conferred by this resolution shall
        continue in force until the
        conclusion of the next AGM of the
        Company or the date by which the next
12.     Approve, for the purposes of Chapter                          Mgmt       No Action         *
        9 of the listing manual Chapter 9
        of the SGX-ST, that the Company, its
        subsidiaries and associated Companies
        that are entities at risk as that
        term is used in Chapter 9 , or any of
        them, to enter into any of the
        transactions falling within the types
        of interested person transactions
        with any party who is of the class of
        interested persons, provided that
        such transactions are made on normal
        commercial terms and in accordance
        with the review procedures for such
        interested person transactions; b)
        authority expires at the conclusion
        of the next AGM of the Company; and
        c) authorize the Directors of the
        Company to complete and do all such
        acts and things including executing
        all such documents as may be required
        as they may consider expedient or
        necessary or in the interests of the
        Company to give effect to the
        shareholders mandate and/or this
13.     Authorize the Directors to: a) offer                          Mgmt       No Action         *
        and grant options in accordance with
        the provisions of the SembCorp
        Industries Share Option Plan and/or
        to grant awards in accordance with
        the provisions of the SembCorp
        Industries Performance Share Plan
        and/or the SembCorp Industries
        Restricted Stock Plan; and b) allot
        and issue from time to time such
        number of shares of SGD 0.25 each in
        the capital of the Company as
        required to be issued pursuant to the
        exercise of options under the Share
        Option Plan and/or such number of
        fully paid shares as may be required
        to be issued pursuant to the vesting
        of awards under the Performance Share
        Plan and/or the Restricted Stock
        Plan, provided that the aggregate
        number of shares to be issued
        pursuant to the Share Plans shall not
        exceed 15% of the issued share
        capital of the Company



- -------------------------------------------------------------------------------------------------------
SINGAPORE TECHNOLOGIES ENGINEERING LTD                                        Agenda: 700465366
     CUSIP: Y7996W103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 3/31/2004           ISIN: SG1F60858221
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the audited accounts for
        the YE 31 DEC 2003 and the Auditors
        report thereon
2.      Declare a first and final tax                                 Mgmt       No Action         *
        exemption dividend of 35% and a
        special tax exemption dividend of 78%
        for the YE 31 DEC 2003
3.A.1   Re-elect Mr. Koh Beng Seng as a                               Mgmt       No Action         *
        Director whom will cease to hold
        office pursuant to Article 104 of the
        Articles of Association of the
3.A.2   Re-elect Mr. MG NG Yat Chung as a                             Mgmt       No Action         *
        Director whom will cease to hold
        office pursuant to Article 104 of the
        Articles of Association of the
3.A.3   Re-elect Dr. Tan Kim Siew as a                                Mgmt       No Action         *
        Director whom will cease to hold
        office pursuant to Article 104 of the
        Articles of Association
3.B.1   Re-elect Prof. Lui Pao Chuen as a                             Mgmt       No Action         *
        Director who retires by rotation
        pursuant to Article 98 of the
        Articles of Association of the
3.B.2   Re-elect Mr. Winston Tan Tien Hin as                          Mgmt       No Action         *
        a Director who retires by rotation
        pursuant to Article 98 of the
        Articles of Association of the
3.C     Approve the retirement of Mr. Tan                             Mgmt       No Action         *
        Guong Ching as a Director who retires
        by rotation pursuant to Article 98
        of the Articles of Association of the
        Company
4.      Approve the sum of SGD 361,959 as the                         Mgmt       No Action         *
        Directors fees for the YE 31 DEC
5.      Re-appoint the Ernst & Young as the                           Mgmt       No Action         *
        Auditors of the Company and authorise
        the Directors to fix their
6.      Transact any other business                                   Other      No Action         *
7.      Authorize the Directors, in                                   Mgmt       No Action         *
        compliance with the listing manual of
        the Singapore Exchange Securities
        Trading Limited, to issue ordinary
        shares in the capital of the Company
        shares by way of rights, bonus or
        otherwise , and/or make or grant
        offers agreements or options



        instruments that might or would
        require shares to be issued,
        including but not limited to the
        creation and issue of as well as
        adjustments to warrants, debentures
        or other instruments convertible into
        shares at any time and such terms
        and conditions and for such purposes
        and to such persons as the Directors
        may deem fit, the aggregate number of
        shares issued not exceeding 50% of
        the issued share capital of the
        Company, of which the aggregate
        number of shares to be issued other
        than on a pro-rata basis to the
        existing shareholders of the Company
        does not exceed 20% of the issued
        share capital of the Company and the
        percentage of issued share capital
        shall be calculated based on the
        Company s issued share capital at the
        date of passing of this resolution
        after adjusting for new shares
        arising from the conversion or
        exercise of any convertible
        securities or share options or
        vesting of awards which are
        outstanding or subsisting at the time
        this resolution is passed, any
        subsequent consolidation or
        subdivision of shares;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company
8.      Authorize the Directors to offer and                          Mgmt       No Action         *
        grant options in accordance with the
        provisions of the Singapore
        Technologies Engineering Shares
        Option Plan Share Option Plan ,
        and/or to grant awards in accordance
        with the provisions of the Singapore
        Technologies Engineering Performance
        Shares Plan Performance Shares Plan,
        and/or the Singapore Technologies
        Engineering Restricted stock plan
        Restricted stock plan , the Share
        Option Plan, the Performance Shares
        Plan, the Restricted stock plan,
        together the Share Plans , and to
        allot and issue such number of
        ordinary shares of SGD 0.10 each in
        the Capital of the Company as may be
        required to be issued pursuant to the
        exercise of options under the Share
        Option Plan and/or such number of
        fully paid shares as may be required
        to be issued pursuant to the vesting
        of awards under the



        Performance Shares Plan and/or the
        Restricted stock plan, and the
        aggregate number of ordinary shares to
        be issued shall not exceed 15% of the
        issued share capital

- -------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD                                              Agenda: 700393565
     CUSIP: Y79985126                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 8/29/2003           ISIN: SG1A62000819
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      (a) Approve the new SingTel                                   Mgmt       No Action         *
        Performance Share Plan the Plan ,
        under which awards Awards of fully
        paid-up ordinary shares of SGD 0.15
        each in the capital of the Company
        Ordinary Shares , their equivalent
        cash value or combinations thereof
        will be granted, free of charge, to
        selected employees of the Company
        and/or its subsidiaries, including
        Executive Directors of the Company,
        and other selected participants; and
        (b) authorize the Directors of the
        Company to establish, administer
        modify and/or alter the Plan from
        time to time, provided that such
        modification and/or alteration is
        effected in accordance with the
        provisions of the Plan and to do all
        such acts and to enter into all such
        transactions and arrangements as may
        be necessary or expedient in order to
        give full effect to the Plan; (c)
        and authorize the Directors of the
        Company to grant Awards in accordance
        with the provisions of the Plan and
        to allot and issue such number of
        fully paid-up Ordinary Shares as may
        be required to be issued pursuant to
        the vesting of Awards under the Plan,
        provided that the aggregate number
        of Ordinary Shares to be allotted and
        issued pursuant to the Singapore
        Telecom Share Option Scheme 1999 and
        the Plan shall not exceed 10% of the
        total issued ordinary share capital
        of the Company
2.      Approve, pursuant to Exception 9 in                           Mgmt       No Action         *
        Listing Rule 7.2 of the Listing Rules
        of Australian Stock Exchange
        Limited, the issue of ordinary shares
        under the SingTel Performance Share
        Plan, as an exception to ASX Listing



3.      Approve, for the purposes of Listing                          Mgmt       No Action         *
        Rule 10.14 of the Listing Rules of
        Australian Stock Exchange Limited,
        the participation by the relevant
        person in the SingTel Performance
4.      Authorize the Directors, for the                              Mgmt       No Action         *
        purposes of Sections 76C and 76E of
        the Companies Act, to purchase or
        otherwise acquire ordinary shares in
        the issued share capital of the
        Company, not exceeding in aggregate
        10 % of the issued ordinary share
        capital of the Company and 10% of the
        issued non-redeemable preference
        share capital of the Company
        respectively, by way of market
        purchases on the Singapore Exchange
        Securities Trading Limited SGX-ST ,
        and/or, off-market purchases effected
        otherwise than on the SGX-ST in
        accordance with any equal access
        scheme(s), at a price of up to 105%
        of the average closing market prices
        over the previous 5 market days in
        case of market purchase and 110% in
        the case of off-market purchase, and
        things including executing such
        documents as may be required as they
        and/or he may consider expedient or
        necessary to give effect to the
        transactions contemplated and/or
        authorized by this Resolution;
        Authority expires the earlier of the
        date on which the next AGM of the
        Company is to be held or is required
6.      Authorize the Directors of the                                Mgmt       No Action         *
        Company, notwithstanding the
        provisions of the Articles of
        Association of the Company, and
        pursuant to Section 161 of the
        Companies Act, Chapter 50, and the
        listing rules of the Singapore
        Exchange Securities Trading Limited,
        to issue shares in the capital of the
        Company by way of rights, bonus or
        otherwise , up to 50% of the issued
        share capital of the Company make or
        grant offers, agreements or options
        Instruments that might or would
        require shares to be issued,
        including but not limited to the
        creation and issue of as well as
        adjustments to warrants, debentures
        or other instruments convertible into
        shares, at any time and upon such
        terms and conditions and for such
        purposes and to such persons as they
        may in their absolute discretion deem



        fit; and, of which the aggregate
        number of shares to be issued other
        than on a pro-rata basis to
        shareholders of the Company does not
        exceed 15% of the issued share
        capital of the Company;  Authority
        expires the earlier of the date on
        which the next AGM of the Company is
        to be held or is required by law
S.5     Amend Articles 9(B), 11(B), 19, 116,                          Mgmt       No Action         *
        138, 140, 150, 154 and 155 and the
        heading ALTERATION OF ARTICLES before
        Article 154 of the Articles, and
        renumber Articles 51, 152 and 153 of
        the Articles of Association of the
        Company

- -------------------------------------------------------------------------------------------------------
SINO LAND CO LTD                                                              Agenda: 700415436
     CUSIP: Y80267126                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/18/2003          ISIN: HK0083000502
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THE REVISED RECORD DATE                           Non-       No Action         *
        FROM 11 NOV 2003 TO 13 NOV 2003.                             Voting
        THANK YOU
1.      Receive and consider the audited                              Mgmt       No Action         *
        financial statements and the reports
        of the Directors and the Auditors for
        the YE 30 JUN 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect the retiring Directors and                           Mgmt       No Action         *
        fix their remuneration
4.      Re-appoint Messrs. Deloitte Touche                            Mgmt       No Action         *
        Tohmatsu as the Auditors for the
        ensuing year and authorize the
        Directors to fix their remuneration
5.i     Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase shares of the
        Company during the relevant period,
        on The Stock Exchange of Hong Kong
        Limited or any other stock exchange
        on which the shares of the Company
        have been or may be listed and
        recognized by the Securities and
        Futures Commission under the Hong
        Kong Code on share repurchases for
        such purposes, subject to and in
        accordance with all applicable laws
        and regulations, at such price as the
        Directors may at their discretion
        determine in accordance with all
        applicable laws and regulations, not
        exceeding 10% of the aggregate
        nominal amount of the issued share



        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the AGM of the Company or the
        expiration of the period within which
        the next AGM of the Company
5.ii    Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the Company to
        allot, issue or grant securities of
        the Company including bonds,
        debentures and notes convertible into
        share of the Company and make or
        grant offers, agreements or options,
        during and after the relevant period,
        not exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company, otherwise
        than pursuant to the exercise of
        subscription rights under the Company s
        warrants or pursuant to any script
        dividend scheme or pursuant to a
        rights issue or pursuant to the
        exercise of any share option scheme
        or any rights of conversion under any
        existing convertible bonds,
        debentures or notes of the Company
        Authority expires the earlier of the
        conclusion of the next AGM or the
        expiration of the period within which
        the next AGM is to be held by law
5.iii   Approve, conditional upon the passing                         Mgmt       No Action         *
        of Resolutions 5.i and 5.ii, to add
        the aggregate nominal amount of
        shares repurchased by the Company
        pursuant to Resolution 5.i up to 10%
        of the aggregate nominal amount of
        the issued share capital , to the
        aggregate nominal amount of the share
        capital of the Company that may be
        allotted pursuant to Resolution 5.ii,
        provided that such amount shall not
        exceed 10% of the aggregate nominal
        amount of the issued share capital of
        the Company at the date of passing

- -------------------------------------------------------------------------------------------------------
SINOPEC SHANGHAI PETROCHEMICAL CO LTD                                         Agenda: 700480370
     CUSIP: Y80373106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: CN0008871674
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the 2003 report of the                                Mgmt       No Action         *
        Directors
2.      Approve the 2003 report of the                                Mgmt       No Action         *
        Supervisory Committee



3.      Approve the 2003 audited statement of                         Mgmt       No Action         *
        accounts and the 2004 budget
4.      Approve the 2003 Profit Appropriation                         Mgmt       No Action         *
        Plan
5.      Re-appoint KPMG Huazhen as the                                Mgmt       No Action         *
        Company s Domestic Auditors for the
        year 2004 and KPMG as the Company s
        International Auditors for the year
        2004, and authorize the Directors to
        fix their remuneration
6.a.1   Elect Mr. Du Chongjun as a Director                           Mgmt       No Action         *
        of the Company
6.a.2   Elect Mr. Han Zhihao as a Director of                         Mgmt       No Action         *
        the Company
6.a.3   Elect Mr. Wu Haijun as a Director of                          Mgmt       No Action         *
        the Company
6.a.4   Elect Mr. Gao Jinping as a Director                           Mgmt       No Action         *
        of the Company
6.b.1   Elect Mr. Dai Shuming as a Supervisor                         Mgmt       No Action         *
S.7     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to modify the wording of
        the amendments and do all other
        things in respect of the amendments,
        in accordance with the requirements
        of any relevant PRC Regulatory
        Authority or the rules of any stock
        exchange on which the securities of
        the Company are: a) by deletion of
        Article 83 by new Clause 83; b) by
        deletion of Article 88 by new Clause
        88; c) by deletion of Article 107 by
        new Clause 107; d) by deletion of
        Clause (4) of Article 110 by new
        Clause 110; e) by deletion of Clause
        (3) of Article 111 by new Clause 111;
        f) by deletion of Article 154 by new
        Clause 154; g) by deletion of
        Article 177 by new Clause 177
S.8     Amend Article 2 of Appendix 2 to the                          Mgmt       No Action         *
        Articles of Association of the
        Company, namely the rules of
        procedure for the Board of Directors
        meetings, be deleted and replaced by

- -------------------------------------------------------------------------------------------------------
SINOPEC SHANGHAI PETROCHEMICAL CO LTD                                         Agenda: 700416286
     CUSIP: Y80373106                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 11/21/2003          ISIN: CN0008871674
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the contract for supply of                            Mgmt       No Action         *
        Acrylonitrile to be entered into
        between the Company and Shanghai
        Secco Petrochemical Company Limited



        Secco Company Supply Contract , and
        the Company s obligations thereunder
        and authorize any Director of the
        Company to do all acts and things and
        execute all documents which may in
        his opinion be necessary, desirable
        or expedient to implement and give
        effect to any of the matter relating
        to, or incidental to, the Company
2.      Approve the contract for supply of                            Mgmt       No Action         *
        Acrylonitrile to be entered into
        between the Zheijiang Jinyong Acrylic
        Fiber Company Limited Jinyong and
        Secco Jinyong Supply Contract , and
        the fulfillment of Jinyong
        obligations thereunder and authorize
        any Director of the Company to do all
        acts and things and execute all
        documents which may in his opinion be
        necessary, desirable or expedient to
        implement and give effect to any of
        the matter relating to, or incidental
        to, the Jinyong Supply Contract

- -------------------------------------------------------------------------------------------------------
SINOPEC ZHENHAI REFINING & CHEMICAL CO LTD                                    Agenda: 700501720
     CUSIP: Y80387106                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/18/2004           ISIN: CN0008934001
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the audited financial report                          Mgmt       No Action         *
        of the Company and the report of the
        Board of Directors and the Auditors
        for the YE 31 DEC 2003
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee for 2003
3.      Approve the profit appropriation                              Mgmt       No Action         *
        proposal for the YE 31 DEC 2003
4.      Approve to determine the remuneration                         Mgmt       No Action         *
        of the Members of the Board of
        Directors and the Supervisors
        representing shareholders for the
        year of 2004
5.      Appoint KPMG Certified Public                                 Mgmt       No Action         *
        Accounts as the Auditors of the
        Company for the year of 2004 and
        authorize the Board of Directors to
        determine their remuneration
S.6     Approve the resolution by the Board                           Mgmt       No Action         *
        of Directors of the Company regarding
        the proposed amendments to the
        Articles of Association and authorize
        the Board of Directors to modify the
        wordings as appropriate and to do
        all such things as necessary in



        respect of the amendments to the
        Articles of Association pursuant to
        the requirements if any of the
        relevant PRC authorities and the
        rules governing the listing of
        securities on the Stock Exchange

- -------------------------------------------------------------------------------------------------------
SUN HUNG KAI PROPERTIES LTD                                                   Agenda: 700416274
     CUSIP: Y82594121                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 11/18/2003          ISIN: HK0016000132
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the report of the                         Mgmt       No Action         *
        Directors and the audited accounts
        for the YE 30 JUN 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Re-elect the Directors and approve to                         Mgmt       No Action         *
        fix their remuneration
4.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Director to fix their
5.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to repurchase shares of the
        Company during the relevant period,
        on The Stock Exchange of Hong Kong
        Limited Stock Exchange or any other
        stock exchange recognized for this
        purpose by the Securities and Futures
        Commission and the Stock Exchange
        under the Hong Kong Code on Share
        Repurchases for such purposes, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period within
        which the next AGM of the Company is
        to be held by its Articles of
        Association or by the Laws of Hong
6.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements, options and warrants
        during and after the relevant period,
        not exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company, otherwise
        than pursuant to: i) a rights issue;
        or ii) any share option scheme or
        similar arrangement; or iii) any
        scrip dividend or similar
        arrangement;  Authority expires the



        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM of the Company is to be held by
        its Articles of Association or by the
        Laws of Hong Kong
7.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to exercise the powers of the
        Company referred to in Resolution 6
        in respect of the amount representing
        the aggregate nominal amount of
        share capital of the Company
        repurchased under Resolution 5
8.      Transact any other business                                   Other      No Action         *

- -------------------------------------------------------------------------------------------------------
SWIRE PACIFIC LTD                                                             Agenda: 700496816
     CUSIP: Y83310105                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/13/2004           ISIN: HK0019000162
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Declare a final dividend                                      Mgmt       No Action         *
2.      Re-elect the Directors                                        Mgmt       No Action         *
3.      Re-appoint the Auditors and authorize                         Mgmt       No Action         *
        the Directors the Directors to fix
        their remuneration
4.      Authorize the Directors to make on                            Mgmt       No Action         *
        market share repurchases of any class
        of the Company s shares during the
        relevant period, not exceeding 10% of
        the aggregate nominal amount of the
        shares of that class in issue;
        Authority expires the earlier of the
        conclusion of the next AGM or the
        expiration of the period within which
        the next AGM is to be held by law
5.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding 20% of the aggregate
        nominal amount of the shares of that
        class in issue otherwise than
        pursuant to: i) a rights issue; or
        ii) any scrip dividend or similar
        arrangement;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM is to be held by law ; the



        nominal amount of any shares of that
        class repurchased by the Company
        subsequent to the passing of this
        resolution up to 10% of the
        aggregate nominal amount of the
        shares of that class in issue
6.      Authorize the Directors to exercise                           Mgmt       No Action         *
        the powers of the Company referred to
        in the Resolution 5
S.7     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company: a) by adding some
        definitions in Article 2(a) and by
        deleting some words in Article 2(a);
        b) by adding some paragraphs (g) and
        (h) after paragraph (f) in Article 2;
        c) by deleting some words in Article
        7(a) and substituting with new
        words; d) by adding a new Article 63A
        after Article 63; e) by adding new
        Article 81A after Article 81; f) by
        deleting some words in Article 95 and
        substituting with new words; g) by
        amending Article 116; h) by adding
        some words in Article 123; i) by
        deleting Article 165 and substituting
        with the new Article; j) by deleting
        Article 167 and substituting with
        the new Article; k) by deleting
        Article 169 and subsisting with the
        new Article; l) by deleting Article
        171 and substituting with the new
        Article; m) by deleting some words in
        Article 172 and substituting with
        the new words; n) by deleting Article
        174 entirely and substituting with
        the new Article; and o) by deleting
        Article 175 entirely

- -------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD                                                     Agenda: 700472501
     CUSIP: Y85830100                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/19/2004           ISIN: HK0511001957
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the Company s                             Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003
2.      Declare a final dividend                                      Mgmt       No Action         *
3.      Elect the Directors and fix their                             Mgmt       No Action         *
        remuneration
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their



5.A     Authorize the Directors, in                                   Mgmt       No Action         *
        substitution for all previous
        authorities, to allot, issue and deal
        with unissued shares in the capital
        of the Company and make or grant
        offers, agreements, options and other
        rights, or issue securities during
        the relevant period, not exceeding
        the aggregate of i) 10% of the
        aggregate nominal amount of the share
        capital of the Company; and ii) the
        nominal amount of any share capital
        of the Company repurchased by the
        Company  up to a maximum equivalent
        to10% of the aggregate nominal amount
        of the share capital of the Company,
        otherwise than pursuant to i) a
        rights issue; or ii) any scrip
        dividend or similar arrangement
        providing for allotment of shares in
        lieu of the whole or part of a
        dividend on the ordinary shares in
        the Company in accordance with the
        Articles of Association of the
        Company;  Authority expires the
        earlier of the conclusion of the next
        AGM of the Company or the expiration
        of the period within which the next
        AGM of the Company is required by the
        Articles of Association
5.B     Authorize the Directors to purchase                           Mgmt       No Action         *
        shares on The Stock Exchange of Hong
        Kong Limited or any other stock
        exchange on which the shares may be
        listed and recognized by the
        Securities and Futures Commission and
        The Stock Exchange of Hong Kong
        Limited during the relevant period,
        not exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period within
        which the next AGM of the Company is
        required by the Articles of
        Association of the Company or is to
        be held by law
5.C     Authorize the Directors of the                                Mgmt       No Action         *
        Company to exercise the powers of the
        Company referred to Resolution 5.A
5.D     Approve to close the period of 30                             Mgmt       No Action         *
        days during which the Company s
        register of members, under Section
        99(1) of the Companies Ordinance
        during the calendar year 2004 and
        extend to 60 days, pursuant to
        Section 99(2) of the Companies



S.5.E   Approve and adopt the Articles of                             Mgmt       No Action         *
        Association of the Company in
        substitution for and to the exclusion
        of all existing Articles of
        Association of the Company
S.5.F   Approve to delete Clause 3 of the                             Mgmt       No Action         *
        Memorandum of Association of the
        Company and re-designate the existing
        Clause 4 and 5 as Clause 3 and
        Clause 4 respectively

- -------------------------------------------------------------------------------------------------------
TISCO FINANCE PUBLIC CO LTD                                                   Agenda: 700472892
     CUSIP: Y8842M158                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/28/2004           ISIN: TH0597010014
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the minutes of the general                            Mgmt       No Action         *
        meeting of shareholders for the year
        2003
10.     Others                                                        Other      No Action         *
2.      Ratify the Board of Directors                                 Mgmt       No Action         *
        business activities during 2003 as
        described in the Annual Report
3.      Adopt the Company and its subsidiary                          Mgmt       No Action         *
        Companies Balance Sheets and profit
        and loss statements for the YE 31 DEC
        2003
4.      Approve the appropriation of profit                           Mgmt       No Action         *
        and the payment of dividend from 2003
        operations
5.      Elect the Directors to replace those                          Mgmt       No Action         *
        who retires by rotation
6.      Elect a new Director                                          Mgmt       No Action         *
7.      Acknowledge the Directors                                     Mgmt       No Action         *
8.      Approve the appointment of the                                Mgmt       No Action         *
        Auditors and their remuneration for
        the year 2004
9.      Approve the allotment of 5,317,000                            Mgmt       No Action         *
        units of warrants in the 5th year of
        5-year Employee Stock Option Program
        and the allotment of warrants to
        Directors and employees of the
        Company and its subsidiaries who will
        be entitled to receive warrants in
        accumulation of more than 5% of the
        total warrants issued and offered
        under the ESOP Program



- -------------------------------------------------------------------------------------------------------
TRAVELSKY TECHNOLOGY LTD                                                      Agenda: 700424182
     CUSIP: Y8972V101                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/5/2003           ISIN: CN0006030588
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        PLEASE NOTE THAT THIS IS AN AMENDMENT                         Non-       No Action         *
        TO MEETING # 115280 DUE TO REVISED                           Voting
        WORDING OF RESOLUTIONS.  ALL VOTES
        RECEIVED ON THE PREVIOUS MEETING WILL
        BE DISREGARDED AND YOU WILL NEED TO
        REINSTRUCT ON THIS MEETING NOTICE.
        THANK YOU
1.1     Elect Mr. Ma Tiesheng as a Director                           Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.10    Elect Mr. Li Xiaoguang as a Director                          Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.11    Elect Mr. Si Yupei as a Director for                          Mgmt       No Action         *
        the second Board of the Company for a
        term of three years and authorize
        the Board to enter into the service
        contract for Director and approve to
        fix the remuneration thereof
1.12    Elect Mr. Song Jian as a Director for                         Mgmt       No Action         *
        the second Board of the Company for
        a term of three years and authorize
        the Board to enter into the service
        contract for Director and approve to
        fix the remuneration thereof
1.13    Elect Mr. Wu Jiapei as a Non-                                 Mgmt       No Action         *
        Executive Director for the second
        Board of the Company for a term of
        three years and authorize the Board
        to enter into the service contract
        for Director
1.14    Elect Mr. Chow Kwok Wah James as a                            Mgmt       No Action         *
        Non-Executive Director for the second
        Board of the Company for a term of
        three years and authorize the Board
        to enter into the service contract
        for Director and approve to fix the
        remuneration thereof



1.15    Elect Mr. Lee Kwok Ming as a Non-                             Mgmt       No Action         *
        Executive Director for the second
        Board of the Company for a term of
        three years and authorize the Board
        to enter into the service contract
        for Director and approve to fix the
        remuneration thereof
1.2     Elect Mr. Wang Quanhua as a Director                          Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.3     Elect Mr. Cao Jianxiong as a Director                         Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.4     Elect Mr. Zhang Xueren as a Director                          Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.5     Elect Mr. Zhu Yong as a Director for                          Mgmt       No Action         *
        the second Board of the Company for a
        term of three years and authorize
        the Board to enter into the service
        contract for Director and approve to
        fix the remuneration thereof
1.6     Elect Mr. Rong Gang as a Director for                         Mgmt       No Action         *
        the second Board of the Company for
        a term of three years and authorize
        the Board to enter into the service
        contract for Director and approve to
        fix the remuneration thereof
1.7     Elect Mr. Yang Yatie as a Director                            Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.8     Elect Mr. Ding Weiping as a Director                          Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration
1.9     Elect Mr. Song Jinxiang as a Director                         Mgmt       No Action         *
        for the second Board of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Director and
        approve to fix the remuneration



2.1     Elect Mr. Li Xiaojun as a Supervisor                          Mgmt       No Action         *
        for the second Supervisory Committee
        of the Company for a term of three
        years and authorize the Board to
        enter into the service contract for
        Supervisor and approve to fix the
        remuneration thereof
2.2     Elect Mr. Chen Lihong as a Supervisor                         Mgmt       No Action         *
        for the second Supervisory Committee
        of the Company for a term of three
        years and authorize the Board to
        enter into the service contract for
        Supervisor and approve to fix the
        remuneration thereof
2.3     Elect Mr. Du Hongying as a Supervisor                         Mgmt       No Action         *
        for the second Supervisory Committee
        of the Company for a term of three
        years and authorize the Board to
        enter into the service contract for
        Supervisor and approve to fix the
        remuneration thereof
2.4     Elect Mr. Zhang Yakun as a Supervisor                         Mgmt       No Action         *
        for the second Supervisory Committee
        of the Company for a term of three
        years and authorize the Board to
        enter into the service contract for
        Supervisor and approve to fix the
        remuneration thereof
2.5     Elect Mr. Wang Yongqiang as a                                 Mgmt       No Action         *
        Supervisor for the second Supervisory
        Committee of the Company for a term
        of three years and authorize the
        Board to enter into the service
        contract for Supervisor and approve
        to fix the remuneration thereof
2.6     Elect Mr. Tan Xiaoxi as a Supervisor                          Mgmt       No Action         *
        for the second Supervisory Committee
        of the Company for a term of three
        years and authorize the Board to
        enter into the service contract for
        Supervisor and approve to fix the
        remuneration thereof
2.7     Elect Mr. Zhang Xin as a Supervisor                           Mgmt       No Action         *
        for the second Supervisory Committee
        of the Company for a term of three
        years and authorize the Board to
        enter into the service contract for
        Supervisor and approve to fix the
        remuneration thereof
2.8     Elect Mr. Rao Geping as a Independent                         Mgmt       No Action         *
        Supervisor for the second
        Supervisory Committee of the Company
        for a term of three years and
        authorize the Board to enter into the
        service contract for Supervisor and
        approve to fix the remuneration



3.      Approve that the ongoing connected                            Mgmt       No Action         *
        transactions, which the Company
        expects to occur on a regular and
        continuous basis in the ordinary and
        usual course of business of the
        Company and its subsidiaries and
        authorize the Directors of the
        Company to do all such further acts
        and things and execute all such
        further documents and take all such
        steps which in their opinion may be
        necessary, desirable or expedient to
        implement and/or give effect to terms
        of such connected transactions
4.      Amend, subject to the registration by                         Mgmt       No Action         *
        the State Administration for
        Industry and Commerce, Articles 1 and
        21 of the Articles of Association

- -------------------------------------------------------------------------------------------------------
TSINGTAO BREWERY CO LTD                                                       Agenda: 700388437
     CUSIP: Y8997D102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 8/13/2003           ISIN: CN0008870445
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
2.      Appoint Mr. Stephen J. Burrows as a                           Mgmt       No Action         *
        Non-Executive Director of the Company
3.      Appoint Mr. David Andrew Renaud as a                          Mgmt       No Action         *
        Supervisor of the Company
4.      Elect Mr. Chu Zhen Gang currently a                           Mgmt       No Action         *
        Non-Executive Director of the Company
        as an Independent Director of the
        Company in accordance with the
        provisions of the Articles of
        Association
S.1     Amend Articles of Association of the                          Mgmt       No Action         *
        Company to delete and replace
        Paragraph 1 of Article 93, Article
        122 and Article 123

- -------------------------------------------------------------------------------------------------------
UMW HOLDINGS BHD                                                              Agenda: 700401564
     CUSIP: Y90510101                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 8/27/2003           ISIN: MYL4588OO009
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve to increase the authorized                            Mgmt       No Action         *
        share capital from MYR 500,000,000 to
        MYR 600,000,000
2.      Approve the bonus issue in the                                Mgmt       No Action         *
        proportion of 2 new ordinary shares
        for every 3 existing ordinary shares
        of the Company of par value MYR 3.00
        each



- -------------------------------------------------------------------------------------------------------
VENTURE CORPORATION LTD                                                       Agenda: 700489986
     CUSIP: Y9360Y103                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 4/30/2004           ISIN: SG0531000230
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
        Transact any other business                                   Non-       No Action         *
                                                                     Voting
1.      Receive and adopt the Directors                               Mgmt       No Action         *
        report and the audited accounts of
        the Company for the YE 31 DEC 2003
        together with the Auditors report
        thereon
2.      Declare a final dividend of 25%  tax-                         Mgmt       No Action         *
        exempt and a bonus dividend of 50%
        less income tax for the YE 31 DEC
        2003  2002 : final tax-exempt
        dividend of 15% and bonus tax-exempt
        dividend of 15%
3.      Re-elect Mr. Soo Eng Hiong as a                               Mgmt       No Action         *
        Director, who retires pursuant to
        Article 74 of the Company s Articles
        of Association
4.      Re-elect Mr. Goh Geok Ling as a                               Mgmt       No Action         *
        Director, who retires pursuant to
        Article 74 of the Company s Articles
        of Association and remains as the
        Member of the Audit Committee and
        will be considered independent for
        the purpose of Rule 704(8) of the
        Listing Manual of the Singapore
        Exchange Securities Trading Limited
5.      Re-elect Mr. Goon Kok Loon as a                               Mgmt       No Action         *
        Director, who retires pursuant to
        Article 74 of the Company s Articles
        of Association and remains as the
        Member of the Audit Committee and the
        Compensation Committee and will be
        considered independent for the
        purpose of Rule 704(8) of the Listing
        Manual of the Singapore Exchange
        Securities Trading Limited
6.      Re-elect Mr. Cecil Vivian Richard                             Mgmt       No Action         *
        Wong as a Director, who retires under
        Section 153(6) of the Companies Act,
        Chapter 50 and remains as a Chairman
        of the Audit Committee and Share
        Option Committee and the Member of
        the Nominating Committee and
        Compensation Committee and will be
        considered independent for the
        purpose of Rule 704(8) of the Listing



        Manual of the Singapore Exchange
        Securities Trading Limited
7.      Approve the payment of the Directors                          Mgmt       No Action         *
        fees of SGD 86,000 for YE 31 DEC
        2003  2002: SGD 86,000
8.      Re-appoint Deloitte & Touche as the                           Mgmt       No Action         *
        Company s Auditors; and authorize the
        Directors to fix their remuneration
9.      Authorize the Directors, pursuant to                          Mgmt       No Action         *
        Section 161 of the Companies Act,
        Chapter 50, to allot and issue shares
        up to 10% of issued share capital,
        to issue shares in the capital of the
        Company at any time upon such terms
        and conditions and for such purpose
        as the Directors may in their
        absolute discretion deem fit provided
        always that the aggregate number of
        shares to be issued pursuant to this
        resolution shall not exceed 10% of
        the issued share capital of the
        Company for the time being
10.     Authorize the Directors to allot and                          Mgmt       No Action         *
        issue from time to time such number
        of shares in the capital of the
        Company as may be required to be
        issued pursuant to the exercise of
        options granted under the Venture
        Manufacturing Singapore Limited
        Executives Share Option Scheme the
        Scheme provided always that the
        aggregate number of shares to be
        issued pursuant to the Scheme shall
        not exceed 25% of the issued share
        capital of the company from time to
        time and that the aggregate number of
        shares to be issued to controlling
        shareholders as defined in the
        Scheme or their Associates shall not
        exceed 25% of the total number of
        shares available under the Scheme and
        the number of shares to be issued to
        each controlling shareholder or his
        Associate shall not exceed 10% of the
        total number of share available
        under the Scheme

- -------------------------------------------------------------------------------------------------------
THE WHARF (HOLDINGS) LTD                                                      Agenda: 700504067
     CUSIP: Y9551M108                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/18/2004           ISIN: HK0004000045
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive and approve the statements of                         Mgmt       No Action         *
        accounts and the reports of the
        Directors and the Auditors for the YE
        31 DEC 2003



2.      Declare a final dividend for the YE                           Mgmt       No Action         *
        31 DEC 2003
3.      Re-elect the retiring Directors                               Mgmt       No Action         *
4.      Appoint the Auditors and authorize                            Mgmt       No Action         *
        the Directors to fix their
5.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to purchase shares in the
        capital of the Company during the
        relevant period, on The Stock
        Exchange of Hong Kong Limited or any
        other stock exchange may recognized
        by the Securities and Futures
        Commission of Hong Kong and The stock
        exchange of Hong Kong Limited under
        the Code on share repurchases, not
        exceeding 10% of the aggregate
        nominal amount of the issued share
        capital of the Company;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period within
        which the next AGM of the Company is
6.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to allot, issue and deal with
        additional shares in the capital of
        the Company and make or grant offers,
        agreements and options during and
        after the relevant period, not
        exceeding 20% of the aggregate
        nominal amount of the issued share
        capital of the Company; and the
        nominal amount of share capital of
        the Company repurchased by the
        Company subsequent to the passing of
        this resolution  10% of the aggregate
        nominal amount of the share capital
        of the company in issue at the date
        of passing this resolution ,
        otherwise than pursuant to: i) any
        executive or employee share option or
        incentive scheme; or ii) a rights
        issue; or iii) any scrip dividend or
        similar arrangement;  Authority
        expires the earlier of the conclusion
        of the next AGM of the Company or
        the expiration of the period within
7.      Approve to extend the general mandate                         Mgmt       No Action         *
        granted to the Directors of the
        Company to allot, issue and deal with
        additional shares of the Company
        pursuant to Resolution 6, by an
        amount representing the aggregate



        nominal amount of the share capital
        repurchased by the Company pursuant
        to Resolution 5, provided that such
        amount does not exceed 10% of the
        aggregate nominal amount of the
        issued share capital of the Company
        at the date of passing
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company as follows: a) by adding
        the new definition after the
        definition in Article 2; b) by adding
        a new Article 84A immediately after
        Article 84; c) by deleting sub-
        paragraphs (B)(i) and (ii) of Article
        102 in their entireties and
        substituting with the new sub-
        paragraphs; by deleting Article 06 in
        its entirety and substituting with
        new Article; and e) by deleting a
        word in first line in Article 107 and
        substituting with a new word and by
        deleting the margin note of Article
        107 in its entirety and substituting
        with a new margin note

- -------------------------------------------------------------------------------------------------------
WIPRO LTD                                                                     Agenda: 700525617
     CUSIP: Y96659142                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/11/2004           ISIN: INE075A01022
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Receive the audited balance sheet as                          Mgmt       No Action         *
        at 31 MAR 2004 and the profits and
        loss account for the YE on that date
        and the reports of the Directors and
        Auditors thereon
2.      Declare final dividend and a one-time                         Mgmt       No Action         *
        dividend on the equity shares
3.      Reappoint a Directors in place of Mr.                         Mgmt       No Action         *
        B.C. Prabhakar, who retires by
        rotation and being eligible, offers
        himself for reappointment
4.      Reappoint a Directors in place of Mr.                         Mgmt       No Action         *
        N. Vaghul, who retires by rotation
        and being eligible, offers himself
        for reappointment
5.      Appoint M/s. N.M. Raiji & Co., as the                         Mgmt       No Action         *
        Auditors to hold office from the
        conclusion of this meeting until the
        conclusion of the next AGM of the
        Company at the remuneration to be
        decided by the Audit Committee of the
        Board from time to time



6.      Re-appoint of Mr. Vivek Paul, subject                         Mgmt       No Action         *
        to the provisions of the Sections
        269, 309, 311 and other applicable
        provisions, if any, of the Companies
        Act, 1956, and the approval of the
        Government of India, as whole time
        Directors designated as Vice Chairman
        of the Company for a further period
        of 5 years with the effect from 26
        JUL 2004, as well as the payment of
        Base salary, commission, perquisites
        and other benefits to Mr. Vivek Paul,
        Vice Chairman Remuneration as was
        applicable up to 25 JUL 2004 be
        approved; and revision in the
        remuneration payable to Mr. Vivek
        Paul, Vice Chairman be recommended by
        the compensation and benefits
        committee to the Board for its
        approvals, from time to time and will
        be subject to the approval of the
        Members of the Company
7.      Approve the authorized share capital                          Mgmt       No Action         *
        of the Company be increased, pursuant
        to the Section 16 and the Section 94
        and other applicable provisions of
        the Companies Act, 1956, from INR
        1000,000,000 to INR 1750,000,000 new
        equity share of INR 2 each and
        accordingly amend the Memorandum of
        Association of the Company
S.10    Approve that, pursuant to the                                 Mgmt       No Action         *
        provisions of Section 61 of the
        Companies Act 1956, and the
        Securities Exchange Board of India
        guidelines, 2003 and other statutory
        provisions as will be applicable from
        time to time, the Equity Shares of
        the Company be got delisted from all
        or anyone or more of the following
        stock exchanges: a) Delhi Stock
        Exchange Association Ltd., New Delhi
        b) Calcutta Stock Exchange
        Association Ltd., Kolkata c) Stock
        Exchange Association., Ahmendabad c)
        Stock Exchange- Ahemedabad d) Cochin
        Stock Exchange Ltd, Cochin d)
        Bangalore Stock Exchange Ltd,
        Bangalore; authorize the Chairman and
        the Managing Director and
        Directors/Company Secretary of the
        Company to do all such acts, deeds
        and things and to sign all such
        documents papers and writings as will
        be necessary to give effect to this



S.11    Approve that, pursuant to the                                 Mgmt       No Action         *
        provisions of the Section 81(1A) and
        all other applicable provisions of
        the Companies Act 1956, including the
        relevant notifications issued by the
        Reserve Bank of India, issue of
        Foreign Currency Convertible Bonds
        and the ordinary shares through
        Depositary Receipt Mechanism Scheme
        1993 and SEBI Employees Stock Option
        Scheme and Employee Stock Purchase
        Scheme  1999 issued by the Securities
        and the Exchange Board of Indian on
        Employees Stock Option Plans, the
        Memorandum of Association and the
        Articles of Association of the Wipro
        Limited and subject to the approval,
        consent, permission and sanction if
        any, of the appropriate
        authorities/institutions of bodies as
        may be necessary and subject to such
        terms and the conditions as may be
        prescribed, consent of the Company be
        and it is hereby accorded to the
        Board of Directors to issue, offer
        and allot to any one or more or all
        of the permanent employees of the
        Company including executive and non-
        executive Directors but excluding the
        promoter Directors and the Directors
        holding directly or indirectly more
        than 10% of the outstanding equity
        shares of the Company Restricted
        Stock Units RSU convertible in to
        equity shares at the option of the
        Company and holder of the securities
        linked to equity shares through
        American Depository Receipts ADRs
        and Global Depositary Receipts GDRs
        and any other instruments or
        securities subscribed to in foreign
        currency, by the said persons
        identified above pursuant to an ADS
        Restricted Stock Unit Plan 2004 which
        is linked to ADRs, GDRs /
        securities, and which upon conversion
        of the units could give rise to the
        issue of securities up to 2,000,000
        or such other adjusted of any bonus,
        stock splits or consolidations or
        other re-organization of the capital
        structure of the Company  underlying
        equity shares at an exercise price of
        not less than the face value of the
        equity shares ; authorize the Board
        of Directors on behalf of the Company
        to issue, offer and allot to any one



        or more or all of the permanent
        employees of the subsidiary Companies
        of the Company whether in India or
        Overseas including executive and
        non-executive Directors of such
        subsidiary Companies but excluding
        Promoter Directors and Directors
        holding directly or indirectly more
        than 10% of the outstanding equity
        shares of the Company and the
        subject to approval of SEBI and other
        statutory authorities to such other
        category of persons as may be
        permitted from time to time and as
        may be deemed necessary by the Board
        of Directors of the Company, such
        number of underlying equity shares
        and securities convertible in to
        equity shares at the option of the
        Company and holder of the securities
        linked to equity shares through
        American Depositary Receipts ADRs
        and Global Depositary Receipts GDRs
        and any other instruments or
        securities subscribed to in foreign
        currency by the said persons
        identified above pursuant to a
        Restricted Stock Unit Plan 2004 which
        is linked to ADRs / GDRs /
        Securities, and which upon conversion
        of the units could give rise to the
        issue of securities within the
        overall limit of up to 2,000,0000
        such other adjusted figure for any
        bonus, stock splits or consolidations
        or other re-organization of the
        capital structure of the Company
        underlying equity shares referred to
        above, at an exercise price of not
        less than the face value of the
        equity shares as will be decided by
        the Administrator at the time of
        grant of RSUs; authorize the Board of
        Directors to determine all other
        terms and conditions of the issue of
        the said RSUs and to take all such
        actions as the Board may deem fit;
        authorize the Company and/or agency
        or body will issue depository
        receipts representing the underlying
        equity shares or other securities
        issued by the Company in registered
        form with such features and
        attributes as are prevalent in
        international capital markets for
        instruments of this nature and to
        provide for the tradability or free



        transferability thereof as per the
        international practices and
        regulations, and under the forms and
        practices prevalent in the
        international markets including
        filing any statements and any
        amendments thereto with the United
        Stated Securities and Exchange
        Commission SEC and / or such other
        relevant regulatory authority as may
        be necessary; authorize the Board, to
        issue and allot such number of
        equity shares as may be required to
        be issued and allotted upon
        conversion of any unit or as may deem
        in accordance with the terms of the
        offering, all such shares ranking
        pari passu with the equity shares of
        the Company in all respects excepting
        such right as to dividend as may be
        provided in the Statement filed,
        referred to above and as amended from
        time to time; for the purpose of
        giving effect to any issue or
        allotment of equity shares or
        securities or instruments
        representing the same as specified,
        on behalf of the company to do all
        such acts, deeds, matters and things
        as it may in its absolute discretion
        deem necessary or desirable for such
        purpose, including without
        limitation, filing necessary
        documents/statements with the
        securities and Exchange Commission or
        such other regulatory authority as
        may deem for listing the securities
        on the New York Stock Exchange or
        NASDAQ National market or such other
        international stock exchange and
        entering into of depository
        arrangements in regard to any such
        issue or allotment, as it may in
        its/their absolute discretion deem
        fit; to settle all questions,
        difficulties or doubts that may arise
        in regard to the issue, offer or
        allotment of securities or of units
        giving rise to shares/securities upon
        exercise and utilization of the
        issue proceeds as it may in its
        absolute discretion deem fit without
        being required to seek any further
        consent or approval of the members or
        otherwise to the end and intent that
        the members shall be deemed to have
        given their approval thereto



        expressly by the authority of these
        resolutions; to delegate all or any
        of the powers herein conferred to any
        Committed of the Directors or Chief
        Executive Officer or any Executive
        Director or Directors
S.12    Authorize the, Board of Directors                             Mgmt       No Action         *
        pursuant to the provisions of Section
        81 (1A) and all other applicable
        provisions of the Companies Act 1956,
        including the relevant circulars and
        notifications issued by the Reserve
        Bank of India RBI , SEBI Employee
        Stock Option Scheme and Employee
        Stock Purchase Scheme, Guidelines,
        1999  the SEBI ESOP Guidelines
        issued by securities and Exchange
        Board of India on Employee Stock
        Option and Stock Purchase Plans and
        the Memorandum of Association and
        Articles of Association of Wipro
        Limited the Company and subject to
        the approval, consent, permission
        and/or sanction if any of the
        appropriate authorities/institution
        or bodies as may deem and subject to
        such terms and conditions as
        specified, consent of the Company to
        issue, offer and allot to any one or
        more or all of the permanent
        employees of the Company including
        Executive and Non-Executive Directors
        but excluding the promoter Directors
        and Directors holding directly or
        indirectly more than more than 10% of
        the outstanding equity shares of the
        Company Restricted Stock Units
        RSUs convertible into equity shares
        at the option of the Company and/or
        holder of the securities linked to
        equity shares upto 2,000,000  2
        million or such other adjusted
        figure for any bonus, stock splits or
        consolidations or other re-
        organization of the capital structure
        of the Company as may be applicable
        from time to time Restricted Stock
        Units convertible into equity shares
</Table>

<Table>
     
        of nominal value INR 2 each under a
        Restricted Stock Unit Plan 2004 to be
        created by the company for the
        benefit of the employees, at an
        exercise price of not less than the
        face value of the equity shares on
        the terms and conditions as
        specified; authorize the Board of
        Directors pursuant to the Restricted



        Stock Unit Plan 2004 to be created by
        the Company, to issue, offer and
        allot such number of equity shares of
        the Company within the overall limit
        of upto 2,000,000  2 million or
        such other adjusted figure for any
        bonus, stock splits or consolidations
        or other re-organization of the
        capital structure of the Company as
        may be applicable from time to time
        RSUs convertible into equity shares
        referred to above to the permanent
        employees of the subsidiary Companies
        of the Company whether in India or
        overseas including Executive and
        Non-Executive Directors of such
        subsidiary companies but excluding
        promoter Directors and Directors
        holding directly or indirectly more
        than 10% of the outstanding equity
        shares of the company  and subject to
        approval of the SEBI and other
        Statutory authorities to such other
        category of persons as may be
        permitted from time to time and as
        may be deemed necessary by the Board
        of Directors of the Company; the
        Board of Directors to determine all
        other terms and conditions of the
        issue of the said Restricted Stock
        Units as the Board may in its
        absolute discretion determine; the
        Board to issue and allot such number
        of equity shares as may be required
        to be issued and allotted upon
        conversion of any RSUs or as may be
        necessary in accordance with the
        terms of the offering, all such
        shares ranking pari passu with the
        equity shares of the Company in all
        respects excepting such right as to
        dividend as may be provide and as
        amended from time to time; for the
        purpose of giving effect to any issue
        or allotment of equity shares or
        securities or instruments
        representing the same as described,
        the Board and other designated
        officers of the Company to do all
        acts, deeds, matters and things as it
        may at its/their absolute discretion
        deem necessary or desirable for such
        purpose, including without
        limitation, filing necessary
        documents/statement with the stock
        exchanges, statutory authorities and
        other agencies and such other



        regulatory authority as may deem for
        listing the securities on the stock
        exchanges; the Board to settle all
        questions, difficulties or doubts
        that may arise in regard to the
        issue, offer or allotment of
        securities or of Restricted Stock
        Units giving rise to
        shares/securities upon exercise and
        utilization of the issue proceeds as
        it may in its absolute discretion
        deem fit without being required to
        seek any further consent or approval
        of the members or otherwise to the
        end and intent that the members shall
        be deemed to have given their
        approval thereto expressly by the
        authority of these resolutions; the
        Board to delegate all or any of the
        powers herein conferred to any
        Committee of the Directors or Chief
        Executive Officer or any Executive
        Director or Directors or any other
        Officer or Officers of the Company to
        give effect to the aforesaid
        resolutions; the Board of Directors
        to determine all other terms and
        conditions of the issue
S.8     Approve that, pursuant to Section 31                          Mgmt       No Action         *
        and other applicable provisions of
        the Companies Act, 1956 in Article 4
        of the Articles of Association of the
        Company INR 10000,000,000 divided in
        to 375,000,000 equity shares of INR
        2 each and 25,000,000 preference
        shares of INR10 each be substituted
        by the figures and words INR
        1750,000,000 divided into 750,000,000
        equity shares of INR 2 and
        25,000,000 preference shares of INR
S.9     Approve that, pursuant to Article 152                         Mgmt       No Action         *
        of the Articles of Association, a
        part of the amount standing to the
        credit of the general reserve account
        of the Company be capitalized and
        applied for allotment of bonus shares
        to the persons who as a date to be
        herein after fixed by the Board of
        Directors will be the holders of the
        existing equity shares of INR 2 each
        of the Company, in payment in full of
        2 equity shares of INR 2 each out of
        the Company s unissued equity share
        capital, credited as fully paid and
        be accordingly allotted as bonus
        shares to such Members as aforesaid



        in the proportion of 2 equity shares
        of every 1 existing equity share held
        by such Members respectively on the
        said date; such bonus equity shares
        will be subject to the Memorandum and
        Articles of Association of the
        Company and will rank pari passu in
        all respects with and carry the same
        rights as the existing equity shares
        and will be entitled to participate
        in full in any dividend to be
        declared for the FY in which the
        bonus shares are allotted; no letters
        of allotment be issued with respect
        to additional equity shares but the
        share certificates to shareholders
        who hold their existing equity shares
        will be completed and ready for
        dispatch within 3 months and direct
        credit of additional equity shares to
        shareholders who hold the existing
        equity shares in electronic from will
        be completed within 1 month from the
        date of allotment thereof; the
        allotment and issue of fully paid new
        equity shares as bonus shares to the
        extent that they relate to non
        resident Members of the Company will
        be subject to the approval of the
        Reserve Bank of India under FEMA;
        authorize the Board of Directors to
        take all such steps for giving any
        such direction as may be necessary or
        desirable and to settle any question
        of difficulties whatsoever that may
        arise with regard to the issue,
        allotment and distribution

- -------------------------------------------------------------------------------------------------------
YANZHOU COAL MINING CO LTD                                                    Agenda: 700504548
     CUSIP: Y97417102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 6/25/2004           ISIN: CN0009131243
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the working report of the                             Mgmt       No Action         *
        Board of Directors of the Company
        Board for the YE 31 DEC 2003
2.      Approve the working report of the                             Mgmt       No Action         *
        Supervisory committee of the Company
        for the YE 31 DEC 2003
3.      Approve the audited financial                                 Mgmt       No Action         *
        statements of the Company as at and
        for the YE 31 DEC 2003



4.      Approve the profit distribution plan                          Mgmt       No Action         *
        and the final dividend and special
        cash dividend distribution plans of
        the Company for the YE 31 DEC 2003
        and authorize the Board to distribute
        such final dividend and special cash
        dividend to the shareholder of the
        Company
5.      Approve to fix the remuneration of                            Mgmt       No Action         *
        the Directors and Supervisors of the
        Company for the YE 31 DEC 2004
6.1     Appoint Mr. Wang Xin as Director of                           Mgmt       No Action         *
        the Company until the conclusion of
        the next AGM of the Company
6.2     Appoint Mr. Wang Xinkun as Director                           Mgmt       No Action         *
        of the Company until the conclusion
        of the next AGM of the Company
6.3     Appoint Mr. Wang Quanxi as Director                           Mgmt       No Action         *
        of the Company until the conclusion
        of the next AGM of the Company
7.      Appoint Deloitte Touche Tohmatsu                              Mgmt       No Action         *
        certified public accountants in Hong
        Kong and Dolitte Touche Tohmatsu
        certified Public Accountants Ltd.
        certified public accountants in PRC
        excluding Hong Kong as the Company s
        international and domestiv Auditors
        for the Year 2004, to hold office
        until the conclusion of the next AGM
        and fix their remuneration
S.8     Amend the Articles of Association of                          Mgmt       No Action         *
        the Company and authorize the Board
        to do all such things as necessary in
        connection with such amendments
S.9     Approve the general mandate to be                             Mgmt       No Action         *
        granted to the Board to issue new
        shares
10.     Transact the written proposals put                            Other      No Action         *
        forward at meeting by any
        shareholders holding 5% or more of
        the shares carrying the right to vote

- -------------------------------------------------------------------------------------------------------
SINOPEC YIZHENG CHEMICAL FIBRE CO LTD                                         Agenda: 700433345
     CUSIP: Y9841W106                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 12/27/2003          ISIN: CN0008902438
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the agreement entered into by                         Mgmt       No Action         *
        the Company and Sinopec Zhenhai
        Refining & Chemical Company Limited
        ZRCC on 10 NOV 2003, for the
        purchase of paraxylene from ZRCC the
        agreement and the transactions
        under the Agreement



2.      Authorize the Directors of the                                Mgmt       No Action         *
        Company to do all such acts in
        connection with the Agreement and all
        transactions thereunder including
        the making of the relevant waiver
        application to the Stock Exchange of

- -------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD                                                    Agenda: 700473325
     CUSIP: Y9891F102                         Meeting Type: AGM
    Ticker:                                   Meeting Date: 5/21/2004           ISIN: CN0009068411
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the report of the Directors                           Mgmt       No Action         *
        for the year 2003
2.      Approve the report of the Supervisory                         Mgmt       No Action         *
        Committee for the year 2003
3.      Approve the audited financial                                 Mgmt       No Action         *
        statements for the year 2003
4.      Approve the distribution of profits                           Mgmt       No Action         *
        for the year 2003
5.      Approve the financial budget for the                          Mgmt       No Action         *
        year 2004
6.      Re-appoint Ernst & Young Hong Kong                            Mgmt       No Action         *
        certified Public Accountants and
        Zhejiang Pan-China certified Public
        Accountants as the international
        Auditors and the PRC Auditors of the
        Company respectively and authorize
        the Board of Directors to fix the
        remunerations
S.1     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company: 1) subject to Paragraphs
        (2) and (3) below, to exercise
        during the relevant period Paragraph
        (4)  all the powers of the Company
        to allot, issue or otherwise deal
        with, either separately or
        concurrently, each of the existing
        issued Domestic Shares Domestic
        Shares and overseas listed foreign
        shares H Shares in the capital of
        the Company; 2) subject to the
        approval as required under Paragraph
        (1) above, to allot or issue Domestic
        Shares and H Shares, either
        separately or concurrently, of not
        more than 20% of each of the existing
        issued Domestic Shares and H Shares
        in the capital of the Company as at
        the date of passing this resolution;
        3) approval as required in Paragraph
        (1) above is subject to the granting
        of approval from the China Securities
        Regulatory Commission; 4) authority
        expires the earlier of the conclusion



        of the next AGM or 12 months from
        the passing of this resolution; and
        5) to make appropriate amendments to
        the relevant Article of the Articles
        of Association of the Company after
        the completion of the allotment and
        issuance as provided in Paragraph (1)
        above, to increase the share capital
        of the Company and reflect the new
        share structure of the Company and to
        complete the related registration
        formalities with the relevant
S.2     Authorize the Board of Directors of                           Mgmt       No Action         *
        the Company to amend the Articles of
        Association of the Company; and
        authorize the Board to modify the
        wordings of the amendments as
        appropriate and to do all such things
        as necessary in respect of the
        amendments pursuant to the
        requirements if any of the relevant
        PRC authorities or under the rules
        of any stock exchange on which any
        securities of the Company are listed:
        1) amend Sub-Paragraph (1) of
        Article 40; 2) by inserting new
        Article 48A after the existing
        Article 48 and before the existing
        Article 49; 3) amend the first
        Paragraph of Article 70; 4) by
        inserting new Article 81A after the
        existing Article 81 and before the
        existing Article 82; 5) amend the
        second Paragraph of Article 91; 6)
        amend the second and third Paragraphs
        of Article 126; 7) amend Article
        127

- -------------------------------------------------------------------------------------------------------
ZHEJIANG EXPRESSWAY CO LTD                                                    Agenda: 700404609
     CUSIP: Y9891F102                         Meeting Type: EGM
    Ticker:                                   Meeting Date: 10/9/2003           ISIN: CN0009068411
                                                                                            For/Against
Proposal                                                             Type        Vote        Management
- -------------------------------------------------------------------------------------------------------
1.      Approve the proposed interim dividend                         Mgmt       No Action         *
        of the Company for the 6 months
        ended 30 JUN 2003

        *Management position unknown


====================== FIFTH THIRD INTERNATIONAL GDP FUND ======================




======================= FIFTH THIRD LARGE CAP CORE FUND ========================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Withhold   Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director W. James McNerney, Jr.    For       Withhold   Management
1.4   Elect  Director Kevin W. Sharer           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

A.G. EDWARDS, INC.

Ticker:       AGE            Security ID:  281760108
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Bagby           For       For        Management
1.2   Elect  Director Dr. E. Eugene Carter      For       For        Management
1.3   Elect  Director Peter B. Madoff           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael R. Cannon         For       For        Management
1.2   Elect  Director Bruce R. Chizen           For       For        Management
1.3   Elect  Director James E. Daley            For       For        Management
1.4   Elect  Director Charles M. Geschke        For       For        Management
1.5   Elect  Director Delbert W. Yocam          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Adopt a Plocy that will Committ           Against   For        Shareholder
      Executives to Hold a Significant
      Percentage of their Shares
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AFFILIATED COMPUTER SERVICES, INC.

Ticker:       ACS            Security ID:  8190100
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       For        Management
1.2   Elect Director Jeffrey A. Rich            For       For        Management
1.3   Elect Director Mark A. King               For       For        Management
1.4   Elect Director Joseph P. O'Neill          For       For        Management
1.5   Elect Director Frank A. Rossi             For       For        Management
1.6   Elect Director J. Livingston Kosberg      For       For        Management
1.7   Elect Director Dennis McCuistion          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel P. Amos            For       For        Management
1.2   Elect  Director John Shelby Amos II       For       For        Management
1.3   Elect  Director Michael H. Armacost       For       Withhold   Management
1.4   Elect  Director Kriss Cloninger III       For       For        Management
1.5   Elect  Director Joe Frank Harris          For       For        Management
1.6   Elect  Director Elizabeth J. Hudson       For       For        Management
1.7   Elect  Director Kenneth S. Janke, Sr.     For       For        Management
1.8   Elect  Director Douglas W. Johnson        For       For        Management
1.9   Elect  Director Robert B. Johnson         For       For        Management
1.10  Elect  Director Charles B. Knapp          For       For        Management
1.11  Elect  Director Hidefumi Matsui           For       For        Management
1.12  Elect  Director Nobuhiro Mori             For       For        Management
1.13  Elect  Director E. Stephen Purdom, M.D.   For       For        Management
1.14  Elect  Director Barbara K. Rimer, Ph.D.   For       For        Management
1.15  Elect  Director Marvin R. Schuster        For       For        Management
1.16  Elect  Director Glenn Vaughn, Jr.         For       For        Management
1.17  Elect  Director Robert L. Wright          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Duane Ackerman         For       For        Management
1.2   Elect  Director James G. Andress          For       For        Management
1.3   Elect  Director Edward A. Brennan         For       For        Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Jack M. Greenberg         For       For        Management
1.6   Elect  Director Ronald T. LeMay           For       For        Management
1.7   Elect  Director Edward M. Liddy           For       For        Management
1.8   Elect  Director J. Christopher Reyes      For       For        Management
1.9   Elect  Director H. John Riley, Jr.        For       For        Management
1.10  Elect  Director Joshua I. Smith           For       For        Management
1.11  Elect  Director Judith A. Sprieser        For       For        Management
1.12  Elect  Director Mary Alice Taylor         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Elizabeth E. Bailey       For       For        Management
1.2   Elect  Director Mathis Cabiallavetta      For       For        Management
1.3   Elect  Director Louis C. Camilleri        For       For        Management
1.4   Elect  Director J. Dudley Fishburn        For       For        Management
1.5   Elect  Director Robert E. R. Huntley      For       For        Management
1.6   Elect  Director Thomas W. Jones           For       For        Management
1.7   Elect  Director Lucio A. Noto             For       For        Management
1.8   Elect  Director John S. Reed              For       For        Management
1.9   Elect  Director Carlos Slim Helu          For       For        Management
1.10  Elect  Director Stephen M. Wolf           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Product Warnings for Pregnant   Against   Against    Shareholder
      Women
4     Report on Health Risks Associated with    Against   Against    Shareholder
      Cigarette Filters
5     Political Contributions/Activities        Against   Against    Shareholder
6     Cease Use of Light and Ultra Light in     Against   Against    Shareholder
      Cigarette Marketing
7     Place Canadian Style Warnings on          Against   Against    Shareholder
      Cigarette Packaging
8     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Bernard Aidinoff       For       For        Management
1.2   Elect  Director Pei-Yuan Chia             For       For        Management
1.3   Elect  Director Marshall A. Cohen         For       For        Management
1.4   Elect  Director Willaim S. Cohen          For       For        Management
1.5   Elect  Director Martin S. Feldstein       For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Maurice R. Greenberg      For       For        Management
1.8   Elect  Director Carla A. Hills            For       For        Management
1.9   Elect  Director Frank J. Hoenemeyer       For       For        Management
1.10  Elect  Director Richard C. Holbrooke      For       For        Management
1.11  Elect  Director Donald P. Kanak           For       For        Management
1.12  Elect  Director Howard I. Smith           For       For        Management
1.13  Elect  Director Martin J. Sullivan        For       For        Management
1.14  Elect  Director Edmund S.W. Tse           For       For        Management
1.15  Elect  Director Frank G. Zarb             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Divest from Tobacco Equities              Against   Against    Shareholder
7     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending


- --------------------------------------------------------------------------------

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director August A. Busch III       For       For        Management
1.2   Elect  Director Carlos Fernandez G.       For       For        Management
1.3   Elect  Director James R. Jones            For       For        Management
1.4   Elect  Director Andrew C. Taylor          For       For        Management
1.5   Elect  Director Douglas A. Warner III     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Change Company Name                       For       For        Management


- --------------------------------------------------------------------------------

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor S. Liss            For       For        Management
1.2   Elect  Director James W. McDowell, Jr.    For       For        Management
1.3   Elect  Director George A. Schaefer, Jr.   For       For        Management
1.4   Elect  Director Jackie M. Ward            For       For        Management


- --------------------------------------------------------------------------------

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: DEC 18, 2003   Meeting Type: Special
Record Date:  OCT 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

APTARGROUP, INC.

Ticker:       ATR            Security ID:  038336103
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alain Chevassus           For       For        Management
1.2   Elect  Director Stephen J. Hagge          For       For        Management
1.3   Elect  Director Carl A. Siebel            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


- --------------------------------------------------------------------------------

AUTOLIV INC.

Ticker:       ALV            Security ID:  052800109
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Per-Olof Aronson          For       For        Management
1.2   Elect  Director Walter Kunerth            For       For        Management
1.3   Elect  Director Lars Westerberg           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  53015103
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Joseph A. Califano, Jr.    For       For        Management
1.5   Elect Director Leon G. Cooperman          For       For        Management
1.6   Elect Director Ann Dibble Jordan          For       For        Management
1.7   Elect Director Harvey M. Krueger          For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Henry Taub                 For       For        Management
1.10  Elect Director Arthur F. Weinbach         For       For        Management
1.11  Elect Director Josh S. Weston             For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Outside Director Stock Awards in  For       For        Management
      Lieu of Cash
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward T. Fogarty         For       For        Management
1.2   Elect  Director Susan J. Kropf            For       For        Management
1.3   Elect  Director Maria Elena Lagomasino    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Report on Feasibility of Removing         Against   Against    Shareholder
      Parabens from Company Products
6     Report on Feasibility of Removing Dibutyl Against   Against    Shareholder
      Phthalate from Company Products


- --------------------------------------------------------------------------------

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


- --------------------------------------------------------------------------------

BANK ONE CORP.

Ticker:       ONE            Security ID:  06423A103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director John H. Bryan             For       For        Management
2.2   Elect  Director Stephen B. Burke          For       For        Management
2.3   Elect  Director James S. Crown            For       For        Management
2.4   Elect  Director James Dimon               For       For        Management
2.5   Elect  Director Maureen A. Fay            For       For        Management
2.6   Elect  Director Laban P. Jackson, Jr.     For       For        Management
2.7   Elect  Director John W. Kessler           For       For        Management
2.8   Elect  Director Robert I. Lipp            For       For        Management
2.9   Elect  Director Richard A. Manoogian      For       For        Management
2.10  Elect  Director David C. Novak            For       For        Management
2.11  Elect  Director John W. Rogers, Jr.       For       For        Management
2.12  Elect  Director Frederick P. Stratton,    For       For        Management
      Jr.
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BAUSCH & LOMB INC.

Ticker:       BOL            Security ID:  071707103
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan M. Bennett           For       For        Management
1.2   Elect  Director Domenico De Sole          For       For        Management
1.3   Elect  Director Kenneth L. Wolfe          For       For        Management
1.4   Elect  Director Ronald L. Zarrella        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BECKMAN COULTER, INC.

Ticker:       BEC            Security ID:  075811109
Meeting Date: APR 1, 2004    Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald W. Dollens         For       Withhold   Management
1.2   Elect  Director Charles A. Haggerty       For       For        Management
1.3   Elect  Director William N. Kelley, M.D.   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry P. Becton, Jr.       For       For        Management
1.2   Elect Director Edward F. DeGraan          For       For        Management
1.3   Elect Director James F. Orr               For       For        Management
1.4   Elect Director Margaretha af Ugglas       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Blanchard        For       For        Management
1.2   Elect  Director Armando M. Codina         For       For        Management
1.3   Elect  Director Leo F. Mullin             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Executive Compensation              Against   Against    Shareholder
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bradbury H. Anderson      For       For        Management
1.2   Elect  Director K.J. Higgins Victor       For       For        Management
1.3   Elect  Director Allen U. Lenzmeier        For       For        Management
1.4   Elect  Director Frank D. Trestman         For       For        Management
1.5   Elect  Director James C. Wetherbe         For       For        Management
1.6   Elect  Director Ronald James              For       For        Management
1.7   Elect  Director Matthew H. Paull          For       For        Management
1.8   Elect  Director Mary A. Tolan             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

BIOMET, INC.

Ticker:       BMET           Security ID:  90613100
Meeting Date: SEP 27, 2003   Meeting Type: Annual
Record Date:  AUG 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry L. Ferguson          For       For        Management
1.2   Elect Director Daniel P. Hann             For       For        Management
1.3   Elect Director Thomas F. Kearns, Jr.      For       For        Management
1.4   Elect Director Dane A. Miller, Ph.D.      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BLACK & DECKER CORP., THE

Ticker:       BDK            Security ID:  091797100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Norman R. Augustine       For       For        Management
1.3   Elect  Director Barbara L. Bowles         For       For        Management
1.4   Elect  Director M. Anthony Burns          For       For        Management
1.5   Elect  Director Kim B. Clark              For       For        Management
1.6   Elect  Director Manuel A. Fernandez       For       For        Management
1.7   Elect  Director Benjamin H. Griswold, IV  For       For        Management
1.8   Elect  Director Anthony Luiso             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Restricted Stock Plan             For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  55921100
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Garland Cupp            For       For        Management
1.2   Elect Director Robert E. Beauchamp        For       For        Management
1.3   Elect Director Jon E. Barfield            For       For        Management
1.4   Elect Director John W. Barter             For       For        Management
1.5   Elect Director Meldon K. Gafner           For       For        Management
1.6   Elect Director L.W. Gray                  For       For        Management
1.7   Elect Director Kathleen A. O'Neil         For       For        Management
1.8   Elect Director George F. Raymond          For       For        Management
1.9   Elect Director Tom C. Tinsley             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


- --------------------------------------------------------------------------------

BRUNSWICK CORP.

Ticker:       BC             Security ID:  117043109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Jeffrey L. Bleustein      For       For        Management
1.3   Elect  Director Graham H. Phillips        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BURLINGTON NORTHERN SANTA FE CORP.

Ticker:       BNI            Security ID:  12189T104
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan L. Boeckmann         For       For        Management
1.2   Elect  Director Vilma S. Martinez         For       Withhold   Management
1.3   Elect  Director Marc F. Racicot           For       Withhold   Management
1.4   Elect  Director Roy S. Roberts            For       For        Management
1.5   Elect  Director Matthew K. Rose           For       For        Management
1.6   Elect  Director Marc J. Shapiro           For       For        Management
1.7   Elect  Director J.C. Watts, Jr.           For       For        Management
1.8   Elect  Director Robert H. West            For       For        Management
1.9   Elect  Director J. Steven Whisler         For       For        Management
1.10  Elect  Director Edward E. Whitacre, Jr.   For       For        Management
1.11  Elect  Director Michael B. Yanney         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony Welters           For       For        Management
1.2   Elect  Director Tony L. White             For       For        Management
1.3   Elect  Director Theodore E. Martin        For       For        Management
1.4   Elect  Director Timothy M. Ring           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dave Bing                  For       For        Management
1.2   Elect Director John F. Finn               For       For        Management
1.3   Elect Director John F. Havens             For       For        Management
1.4   Elect Director David W. Raisbeck          For       For        Management
1.5   Elect Director Robert D. Walter           For       For        Management


- --------------------------------------------------------------------------------

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director The Right Honourable      For       For        Management
      Brian Mulroney
1.2   Elect  Director Ronald L. Nelson          For       For        Management
1.3   Elect  Director Robert W. Pittman         For       For        Management
1.4   Elect  Director Myra J. Biblowit          For       For        Management
1.5   Elect  Director Sheli Z. Rosenberg        For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

CERIDIAN CORPORATION

Ticker:       CEN            Security ID:  156779100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Cadogan        For       For        Management
1.2   Elect  Director Nicholas D. Chabraja      For       For        Management
1.3   Elect  Director Robert H. Ewald           For       For        Management
1.4   Elect  Director Ronald T. LeMay           For       For        Management
1.5   Elect  Director George R. Lewis           For       For        Management
1.6   Elect  Director Ronald L. Turner          For       For        Management
1.7   Elect  Director Carole J. Uhrich          For       For        Management
1.8   Elect  Director Alan F. White             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

CERTEGY INC

Ticker:       CEY            Security ID:  156880106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Hunt             For       For        Management
1.2   Elect  Director Phillip B. Lassiter       For       For        Management
1.3   Elect  Director Kathy Brittain White      For       For        Management


- --------------------------------------------------------------------------------

CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       For        Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director J. Bennett Johnston       For       For        Management
1.8   Elect  Director Sam Nunn                  For       For        Management
1.9   Elect  Director David J. O'Reilly         For       For        Management
1.10  Elect  Director Peter J. Robertson        For       For        Management
1.11  Elect  Director Charles R. Shoemate       For       For        Management
1.12  Elect  Director Carl Ware                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Against    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Against    Shareholder


- --------------------------------------------------------------------------------

CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert H. Campbell        For       For        Management
1.2   Elect  Director Jane E. Henney, M.D.      For       For        Management
1.3   Elect  Director Charles R. Shoemate       For       For        Management
1.4   Elect  Director Louis W. Sullivan, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Dudley C. Mecum           For       For        Management
1.9   Elect  Director Richard D. Parsons        For       For        Management
1.10  Elect  Director Andrall E. Pearson        For       For        Management
1.11  Elect  Director Charles Prince            For       For        Management
1.12  Elect  Director Robert E. Rubin           For       For        Management
1.13  Elect  Director Franklin A. Thomas        For       For        Management
1.14  Elect  Director Sanford I. Weill          For       For        Management
1.15  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Herbert A. Allen          For       For        Management
1.2   Elect  Director Ronald W. Allen           For       For        Management
1.3   Elect  Director Cathleen P. Black         For       For        Management
1.4   Elect  Director Warren E. Buffett         For       Withhold   Management
1.5   Elect  Director Douglas N. Daft           For       For        Management
1.6   Elect  Director Barry Diller              For       For        Management
1.7   Elect  Director Donald R. Keough          For       For        Management
1.8   Elect  Director Susan Bennett King        For       For        Management
1.9   Elect  Director Maria Elena Lagomasino    For       For        Management
1.10  Elect  Director Donald F. Mchenry         For       For        Management
1.11  Elect  Director Robert L. Nardelli        For       For        Management
1.12  Elect  Director Sam Nunn                  For       For        Management
1.13  Elect  Director J. Pedro Reinhard         For       For        Management
1.14  Elect  Director James D. Robinson III     For       For        Management
1.15  Elect  Director Peter V. Ueberroth        For       For        Management
1.16  Elect  Director James B. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Operational Impact of HIV/AIDS  For       For        Shareholder
      Pandemic
4     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Submit Executive Compensation to Vote     Against   For        Shareholder
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Implement China Principles                Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Report on Drilling in the Arctic National Against   Against    Shareholder
      Wildlife Refuge


- --------------------------------------------------------------------------------

CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James T. Brady            For       For        Management
1.2   Elect  Director James R. Curtiss          For       For        Management
1.3   Elect  Director Edward J. Kelly, III      For       For        Management
1.4   Elect  Director Robert J. Lawless         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeremy R. Knowles         For       For        Management
1.2   Elect  Director Eugene C. Sit             For       For        Management
1.3   Elect  Director William D. Smithburg      For       For        Management
1.4   Elect  Director Hansel E. Tookes II       For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

DEERE & CO.

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Lane            For       For        Management
1.2   Elect  Director Antonio Madero B.         For       For        Management
1.3   Elect  Director Aulana L. Peters          For       For        Management
1.4   Elect  Director John R. Walter            For       For        Management


- --------------------------------------------------------------------------------

DELL INC.

Ticker:       DELL           Security ID:  247025109
Meeting Date: JUL 18, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael A. Miles           For       For        Management
1.2   Elect Director Alex J. Mandl              For       For        Management
1.3   Elect Director Morton L. Topfer           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Change Company Name                       For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas F. Ferguson        For       For        Management
1.2   Elect  Director Peter J. Fluor            For       For        Management
1.3   Elect  Director David M. Gavin            For       For        Management
1.4   Elect  Director Michael E. Gellert        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


- --------------------------------------------------------------------------------

DORAL FINANCIAL CORP.

Ticker:       DRL            Security ID:  25811P100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard F. Bonini         For       For        Management
1.2   Elect  Director Edgar M. Cullman, Jr      For       For        Management
1.3   Elect  Director John L. Ernst             For       For        Management
1.4   Elect  Director Peter A. Hoffman          For       For        Management
1.5   Elect  Director Efraim Kier               For       For        Management
1.6   Elect  Director Salomon Levis             For       For        Management
1.7   Elect  Director Zoila Levis               For       For        Management
1.8   Elect  Director Harold D. Vicente         For       For        Management
1.9   Elect  Director John B. Hughes            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Increase Authorized Preferred Stock       For       Against    Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DOW CHEMICAL COMPANY, THE

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold A. Allemang        For       For        Management
1.2   Elect  Director John C. Danforth          For       For        Management
1.3   Elect  Director Jeff M. Fettig            For       For        Management
1.4   Elect  Director Andrew N. Liveris         For       For        Management
1.5   Elect  Director James M. Ringler          For       For        Management
1.6   Elect  Director William S. Stavropoulos   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Report on Social Initiatives in Bhopal    Against   Against    Shareholder


- --------------------------------------------------------------------------------

DUN & BRADSTREET CORP, THE

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alden             For       For        Management
1.2   Elect  Director Allan Z. Loren            For       For        Management
1.3   Elect  Director Victor A. Pelson          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EATON CORP.

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Critelli       For       For        Management
1.2   Elect  Director Ernie Green               For       For        Management
1.3   Elect  Director Kiran M. Patel            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 3, 2004    Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Fernandez G.            For       For        Management
1.2   Elect Director C.F. Knight                For       For        Management
1.3   Elect Director G.A. Lodge                 For       For        Management
1.4   Elect Director R.L. Ridgway               For       For        Management
1.5   Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EQUIFAX INC.

Ticker:       EFX            Security ID:  294429105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Copeland, Jr     For       For        Management
1.2   Elect  Director Lee A. Ault III           For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director A. William Dahlberg       For       For        Management
1.5   Elect  Director L. Phillip Humann         For       For        Management


- --------------------------------------------------------------------------------

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alexander         For       For        Management
1.2   Elect  Director Charles L. Atwood         For       For        Management
1.3   Elect  Director Bruce W. Duncan           For       For        Management
1.4   Elect  Director Stephen O. Evans          For       For        Management
1.5   Elect  Director James D. Harper, Jr.      For       For        Management
1.6   Elect  Director Boone A. Knox             For       For        Management
1.7   Elect  Director Desiree G. Rogers         For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Gerald A. Spector         For       For        Management
1.10  Elect  Director B. Joseph White           For       For        Management
1.11  Elect  Director Samuel Zell               For       For        Management
2     Amend Articles/Bylaws/Charter to Remove   For       For        Management
      Antitakeover Provision(s)
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas DeBenedictis     For       For        Management
1.2   Elect  Director G. Fred Dibona, Jr.       For       For        Management
1.3   Elect  Director Sue L. Gin                For       For        Management
1.4   Elect  Director Edgar D. Jannotta         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director James R. Houghton         For       For        Management
1.3   Elect  Director William R. Howell         For       For        Management
1.4   Elect  Director Reatha Clark King         For       For        Management
1.5   Elect  Director Philip E. Lippincott      For       For        Management
1.6   Elect  Director Harry J. Longwell         For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Affirm Political Nonpartisanship          Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Report on Equatorial Guinea               Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation
11    Report on Climate Change Research         Against   Against    Shareholder


- --------------------------------------------------------------------------------

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sara Levinson             For       Withhold   Management
1.2   Elect  Director Joseph Neubauer           For       Withhold   Management
1.3   Elect  Director Joseph A. Pichler         For       Withhold   Management
1.4   Elect  Director Karl M. von der Heyden    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director August A. Busch IV         For       For        Management
1.2   Elect Director John A. Edwardson          For       For        Management
1.3   Elect Director George J. Mitchell         For       Withhold   Management
1.4   Elect Director Joshua I. Smith            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  337162101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Blattberg       For       For        Management
1.2   Elect  Director J. Kenneth Glass          For       For        Management
1.3   Elect  Director Michael D. Rose           For       For        Management
1.4   Elect  Director Luke Yancy III            For       Withhold   Management
1.5   Elect  Director Mary F. Sammons           For       For        Management
2     Change Company Name                       For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FLEETBOSTON FINANCIAL CORP.

Ticker:       FLT            Security ID:  339030108
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

FORTUNE BRANDS, INC.

Ticker:       FO             Security ID:  349631101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne M. Tatlock           For       Withhold   Management
1.2   Elect  Director Norman H. Wesley          For       Withhold   Management
1.3   Elect  Director Peter M. Wilson           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard Behar              For       For        Management
1.2   Elect  Director Adrian D.P. Bellamy       For       For        Management
1.3   Elect  Director Donald G. Fisher          For       For        Management
1.4   Elect  Director Doris F. Fisher           For       For        Management
1.5   Elect  Director Robert J. Fisher          For       For        Management
1.6   Elect  Director Glenda A. Hatchett        For       For        Management
1.7   Elect  Director Penelope L. Hughes        For       For        Management
1.8   Elect  Director Bob L. Martin             For       For        Management
1.9   Elect  Director Jorge P. Montoya          For       For        Management
1.10  Elect  Director Paul S. Pressler          For       For        Management
1.11  Elect  Director James M. Schneider        For       For        Management
1.12  Elect  Director Mayo A. Shattuck III      For       For        Management
1.13  Elect  Director Margaret C. Whitman       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director Dennis D. Dammerman       For       For        Management
1.3   Elect  Director Ann M. Fudge              For       For        Management
1.4   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.5   Elect  Director Jeffrey R. Immelt         For       For        Management
1.6   Elect  Director Andrea Jung               For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
7     Report on PCB Clean-up                    Against   Against    Shareholder
8     Report on Foreign Outsourcing             Against   Against    Shareholder
9     Prepare Sustainability Report             Against   Against    Shareholder
10    Limit Composition of Management           Against   Against    Shareholder
      Development and Compensation Committee to
      Independent Directors
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Limit Awards to Executives                Against   Against    Shareholder
13    Limit Board Service for Other Companies   Against   For        Shareholder
14    Separate Chairman and CEO Positions       Against   Against    Shareholder
15    Hire Advisor/Maximize Shareholder Value   Against   Against    Shareholder
16    Adopt a Retention Ratio for Executives    Against   Against    Shareholder
      and Directors
17    Require 70% to 80% Independent Board      Against   Against    Shareholder
18    Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Demeritt        For       For        Management
1.2   Elect Director Livio D. DeSimone          For       For        Management
1.3   Elect Director William T. Esrey           For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Robert L. Johnson          For       For        Management
1.7   Elect Director John M. Keenan             For       For        Management
1.8   Elect Director Heidi G. Miller            For       For        Management
1.9   Elect Director Hilda Ochoa-Brillembourg   For       For        Management
1.10  Elect Director Stephen W. Sanger          For       For        Management
1.11  Elect Director A. Michael Spence          For       For        Management
1.12  Elect Director Dorothy A. Terrell         For       For        Management
1.13  Elect Director Raymond G. Viault          For       For        Management
1.14  Elect Director Paul S. Walsh              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Percy N. Barnevik         For       For        Management
1.2   Elect  Director John H. Bryan             For       For        Management
1.3   Elect  Director Armando M. Codina         For       For        Management
1.4   Elect  Director George M.C. Fisher        For       For        Management
1.5   Elect  Director Karen Katen               For       For        Management
1.6   Elect  Director Kent Kresa                For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Philip A. Laskawy         For       For        Management
1.9   Elect  Director E.Stanley O'Neal          For       For        Management
1.10  Elect  Director Eckhard Pfeiffer          For       For        Management
1.11  Elect  Director G.Richard Wagoner, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Awards to Executives             Against   Against    Shareholder
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Limit Composition of Committees to        Against   Against    Shareholder
      Independent Directors
7     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
8     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
9     Establish Executive and Director Stock    Against   Against    Shareholder
      Ownership Guidelines


- --------------------------------------------------------------------------------

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442105
Meeting Date: OCT 3, 2003    Meeting Type: Written Consent
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles                            For       For        Management
2     Amend Articles                            For       For        Management
3     Approve Hughes Split-Off                  For       For        Management
4     Approve GM/News Stock Sale                For       For        Management
5     Approve News Stock Acquisition            For       For        Management
6     Amend Articles                            For       For        Management


- --------------------------------------------------------------------------------

GILLETTE CO., THE

Ticker:       G              Security ID:  375766102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward F. DeGraan         For       Withhold   Management
1.2   Elect  Director Wilbur H. Gantz           For       Withhold   Management
1.3   Elect  Director James M. Kilts            For       Withhold   Management
1.4   Elect  Director Jorge Paulo Lemann        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

GUIDANT CORP.

Ticker:       GDT            Security ID:  401698105
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maurice A. Cox, Jr.       For       For        Management
1.2   Elect  Director Nancy-Ann Min DeParle     For       For        Management
1.3   Elect  Director Ronald W. Dollens         For       For        Management
1.4   Elect  Director Enrique C. Falla          For       For        Management
1.5   Elect  Director Kristina M. Johnson,      For       For        Management
      Ph.D.
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

H&R  BLOCK, INC.

Ticker:       HRB            Security ID:  93671105
Meeting Date: SEP 10, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Kenneth Baum            For       For        Management
1.2   Elect Director Henry F. Frigon            For       For        Management
1.3   Elect Director Roger W. Hale              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan R. Batkin            For       For        Management
1.2   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.3   Elect  Director John M. Connors, Jr.      For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Alan G. Hassenfeld        For       For        Management
1.6   Elect  Director Claudine B. Malone        For       For        Management
1.7   Elect  Director Edward M. Philip          For       For        Management
1.8   Elect  Director Paula Stern               For       For        Management
1.9   Elect  Director Alfred J. Verrecchia      For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement and Monitor Code of Corporate   Against   Against    Shareholder
      Conduct - ILO Standards


- --------------------------------------------------------------------------------

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

HNI CORP

Ticker:       HNI            Security ID:  438092108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John A. Halbrook          For       For        Management
1.2   Elect  Director Dennis J. Martin          For       For        Management
1.3   Elect  Director Jack D. Michaels          For       For        Management
1.4   Elect  Director Abbie J. Smith            For       For        Management
2     Change Company Name                       For       For        Management
3     Amend Articles to Remove Antitakeover     For       For        Management
      Provisions


- --------------------------------------------------------------------------------

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Robert L. Nardelli        For       For        Management
1.10  Elect  Director Roger S. Penske           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
7     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


- --------------------------------------------------------------------------------

HUBBELL INCORPORATED

Ticker:       HUB.B          Security ID:  443510201
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Jackson Ratcliffe      For       For        Management
1.2   Elect  Director E. Richard Brooks         For       For        Management
1.3   Elect  Director George Edwards, Jr.       For       For        Management
1.4   Elect  Director Joel Hoffman              For       For        Management
1.5   Elect  Director Andrew McNally IV         For       For        Management
1.6   Elect  Director Daniel Meyer              For       For        Management
1.7   Elect  Director Timothy Powers            For       For        Management
1.8   Elect  Director Malcolm Wallop            For       For        Management
1.9   Elect  Director Daniel Van Riper          For       For        Management
1.10  Elect  Director Richard Swift             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jonathan W. Ayers         For       For        Management
1.2   Elect  Director James L. Moody, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

IMS HEALTH INC.

Ticker:       RX             Security ID:  449934108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James D. Edwards          For       For        Management
1.2   Elect  Director David M. Thomas           For       For        Management
1.3   Elect  Director William C. Van Faasen     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.C. Godsoe               For       For        Management
1.2   Elect  Director C.J. Horner               For       For        Management
1.3   Elect  Director O.R. Smith                For       For        Management
2     ADOPTION OF AMENDED AND RESTATED          For       For        Management
      INCENTIVE STOCK PLAN OF 1998.
3     APPROVAL OF AMENDED AND RESTATED          For       For        Management
      BYE-LAWS.
4     Ratify Auditors                           For       For        Management
5     SHAREHOLDER PROPOSAL TO DECLASSIFY THE    Against   For        Shareholder
      BOARD OF DIRECTORS.
6     SHAREHOLDER PROPOSAL TO CHANGE THE        Against   Against    Shareholder
      COMPANY S JURISDICTION OF INCORPORATION.
7     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      SEPARATION OF THE CHIEF EXECUTIVE OFFICER
      AND THE CHAIR OF THE BOARD.


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   For        Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

INTUIT, INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen M. Bennett         For       For        Management
1.2   Elect Director Christopher W. Brody       For       For        Management
1.3   Elect Director William V. Campbell        For       For        Management
1.4   Elect Director Scott D. Cook              For       For        Management
1.5   Elect Director L. John Doerr              For       For        Management
1.6   Elect Director Donna L. Dubinsky          For       For        Management
1.7   Elect Director Michael R. Hallman         For       For        Management
1.8   Elect Director Stratton D. Sclavos        For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 13, 2004   Meeting Type: Annual
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William D. Morean          For       For        Management
1.2   Elect Director Thomas A. Sansone          For       For        Management
1.3   Elect Director Timothy L. Main            For       For        Management
1.4   Elect Director Lawrence J. Murphy         For       For        Management
1.5   Elect Director Mel S. Lavitt              For       For        Management
1.6   Elect Director Steven A. Raymund          For       For        Management
1.7   Elect Director Frank A. Newman            For       For        Management
1.8   Elect Director Laurence S. Grafstein      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JOHN HANCOCK FINANCIAL SERVICES, INC.

Ticker:       JHF            Security ID:  41014S106
Meeting Date: FEB 24, 2004   Meeting Type: Special
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerard N. Burrow          For       For        Management
1.2   Elect  Director Mary S. Coleman           For       For        Management
1.3   Elect  Director James G. Cullen           For       For        Management
1.4   Elect  Director Robert J. Darretta        For       For        Management
1.5   Elect  Director M. Judah Folkman          For       For        Management
1.6   Elect  Director Ann D. Jordan             For       For        Management
1.7   Elect  Director Arnold G. Langbo          For       For        Management
1.8   Elect  Director Susan L. Lindquist        For       For        Management
1.9   Elect  Director Leo F. Mullin             For       For        Management
1.10  Elect  Director Steven S Reinemund        For       For        Management
1.11  Elect  Director David Satcher             For       For        Management
1.12  Elect  Director Henry B. Schacht          For       For        Management
1.13  Elect  Director William C. Weldon         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 28, 2004   Meeting Type: Annual
Record Date:  NOV 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert L. Barnett          For       For        Management
1.2   Elect Director Willie D. Davis            For       For        Management
1.3   Elect Director Jeffrey A. Joerres         For       For        Management
1.4   Elect Director Richard F. Teerlink        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
6     Amend Restricted Stock Plan               For       For        Management


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    Shareholder
      counter Derivatives
11    Auditor Independence                      Against   Against    Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

KELLOGG CO.

Ticker:       K              Security ID:  487836108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Benjamin S. Carson, Sr.   For       For        Management
1.2   Elect  Director Gordon Gund               For       For        Management
1.3   Elect  Director Dorothy A. Johnson        For       For        Management
1.4   Elect  Director Ann Mclaughlin Korologos  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)


- --------------------------------------------------------------------------------

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       Withhold   Management
1.2   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.3   Elect  Director Linda Johnson Rice        For       Withhold   Management
1.4   Elect  Director Marc J. Shapiro           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 2, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger S. Berlind          For       For        Management
1.2   Elect  Director Marsha Johnson Evans      For       For        Management
1.3   Elect  Director Sir Christopher Gent      For       For        Management
1.4   Elect  Director Dina Merrill              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LEXMARK INTERNATIONAL, INC.

Ticker:       LXK            Security ID:  529771107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank T. Cary             For       For        Management
1.2   Elect  Director Paul J. Curlander         For       For        Management
1.3   Elect  Director Martin D. Walker          For       For        Management
1.4   Elect  Director James F. Hardymon         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Avery          For       For        Management
1.2   Elect  Director Jon A. Boscia             For       For        Management
1.3   Elect  Director Eric G. Johnson           For       For        Management
1.4   Elect  Director Glenn F. Tilton           For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management


- --------------------------------------------------------------------------------

LINEAR TECHNOLOGY CORP.

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert H. Swanson, Jr.     For       Withhold   Management
1.2   Elect Director David S. Lee               For       For        Management
1.3   Elect Director Leo T. McCarthy            For       For        Management
1.4   Elect Director Richard M. Moley           For       For        Management
1.5   Elect Director Thomas S. Volpe            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MASCO CORP.

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter A. Dow              For       For        Management
1.2   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.3   Elect  Director Wayne B. Lyon             For       For        Management
1.4   Elect  Director David L. Johnston         For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       For        Management
1.2   Elect Director John F. Gifford            For       Withhold   Management
1.3   Elect Director B. Kipling Hagopian        For       For        Management
1.4   Elect Director M. D. Sampels              For       For        Management
1.5   Elect Director A. R. Frank Wazzan         For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MAY DEPARTMENT STORES CO., THE

Ticker:       MAY            Security ID:  577778103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene S. Kahn            For       Withhold   Management
1.2   Elect  Director Helene L. Kaplan          For       Withhold   Management
1.3   Elect Director  James M. Kilts            For       Withhold   Management
1.4   Elect Director Russell E. Palmer          For       Withhold   Management
1.5   Elect Director William P. Stiritz         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

MBNA CORP.

Ticker:       KRB            Security ID:  55262L100
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James H. Berick           For       Withhold   Management
1.2   Elect  Director Benjamin R. Civiletti     For       Withhold   Management
1.3   Elect  Director Bruce L. Hammonds         For       Withhold   Management
1.4   Elect  Director William L. Jews           For       For        Management
1.5   Elect  Director Randolph D. Lerner        For       Withhold   Management
1.6   Elect  Director Stuart L. Markowitz       For       For        Management
1.7   Elect  Director William B. Milstead       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Require Majority of Independent Directors Against   For        Shareholder
      on Board


- --------------------------------------------------------------------------------

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Walter E. Massey          For       For        Management
1.3   Elect  Director John W. Rogers, Jr.       For       For        Management
1.4   Elect  Director Anne-Marie Slaughter      For       For        Management
1.5   Elect  Director Roger W. Stone            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


- --------------------------------------------------------------------------------

MCKESSON CORP.

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:  JUN 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alton F. Irby III          For       For        Management
1.2   Elect Director James V. Napier            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 28, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

MERCURY GENERAL CORP.

Ticker:       MCY            Security ID:  589400100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Joseph             For       For        Management
1.2   Elect  Director Charles E. Mcclung        For       For        Management
1.3   Elect  Director Donald R. Spuehler        For       For        Management
1.4   Elect  Director Richard E. Grayson        For       For        Management
1.5   Elect  Director Donald P. Newell          For       For        Management
1.6   Elect  Director Bruce A. Bunner           For       For        Management
1.7   Elect  Director Nathan Bessin             For       For        Management
1.8   Elect  Director Michael D. Curtius        For       For        Management
1.9   Elect  Director Gabriel Tirador           For       For        Management


- --------------------------------------------------------------------------------

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David K. Newbigging       For       For        Management
1.2   Elect  Director Joseph W. Prueher         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


- --------------------------------------------------------------------------------

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank V. Atlee III         For       For        Management
1.2   Elect Director Gwendolyn S. King          For       For        Management
1.3   Elect Director Sharon R. Long, Ph.D.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Impact of Genetically           Against   Against    Shareholder
      Engineered Seed
5     Report on Export of Hazardous Pesticides  Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Madigan           For       Withhold   Management
1.2   Elect  Director Dr. Klaus Zumwinkel       For       For        Management
1.3   Elect  Director Sir Howard Davies         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       For        Management
1.2   Elect  Director H. Laurence Fuller        For       For        Management
1.3   Elect  Director Judy Lewent               For       For        Management
1.4   Elect  Director Walter Massey             For       For        Management
1.5   Elect  Director Nicholas Negroponte       For       For        Management
1.6   Elect  Director Indra Nooyi               For       For        Management
1.7   Elect  Director John Pepper, Jr.          For       For        Management
1.8   Elect  Director Samuel Scott III          For       For        Management
1.9   Elect  Director Douglas Warner III        For       For        Management
1.10  Elect  Director John White                For       For        Management
1.11  Elect  Director Mike Zafirovski           For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

NCR CORPORATION

Ticker:       NCR            Security ID:  62886E108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward P. Boykin          For       For        Management
1.2   Elect  Director Linda Fayne Levinson      For       For        Management
1.3   Elect  Director Victor L. Lund            For       For        Management
1.4   Elect  Director James M. Ringler          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
4     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

NEWMONT MINING CORP. (HOLDING COMPANY)

Ticker:       NEM            Security ID:  651639106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glen A. Barton            For       For        Management
1.2   Elect  Director Vincent A. Calarco        For       For        Management
1.3   Elect  Director Michael S. Hamson         For       For        Management
1.4   Elect  Director Leo I. Higdon, Jr.        For       For        Management
1.5   Elect  Director Pierre Lassonde           For       For        Management
1.6   Elect  Director Robert J. Miller          For       For        Management
1.7   Elect  Director Wayne W. Murdy            For       For        Management
1.8   Elect  Director Robin A. Plumbridge       For       For        Management
1.9   Elect  Director John B. Prescott          For       For        Management
1.10  Elect  Director Michael K. Reilly         For       For        Management
1.11  Elect  Director Seymour Schulich          For       For        Management
1.12  Elect  Director James V. Taranik          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

NEXTEL COMMUNICATIONS, INC.

Ticker:       NXTL           Security ID:  65332V103
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Keith J. Bane             For       For        Management
1.2   Elect  Director V. Janet Hill             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas E. Clarke as Class  For       For        Management
      A Director
1.2   Elect Director Ralph D. DeNunzio as Class For       For        Management
      A Director
1.3   Elect Director Richard K. Donahue as      For       Withhold   Management
      Class A Director
1.4   Elect Director Delbert J. Hayes as Class  For       For        Management
      A Director
1.5   Elect Director Douglas G. Houser as Class For       For        Management
      A Director
1.6   Elect Director Jeanne P. Jackson as Class For       For        Management
      A Director
1.7   Elect Director Philip H. Knight as Class  For       For        Management
      A Director
1.8   Elect Director Charles W. Robinson as     For       For        Management
      Class A Director
1.9   Elect Director John R. Thompson, Jr. as   For       Withhold   Management
      Class A Director
1.10  Elect Director Jill K. Conway as Class B  For       For        Management
      Director
1.11  Elect Director Alan B. Graf, Jr. as Class For       For        Management
      B Director
1.12  Elect Director John E. Jaqua as Class B   For       For        Management
      Director
1.13  Elect Director A. Michael Spence as Class For       For        Management
      B Director
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. Wayne Gittinger        For       For        Management
1.2   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.3   Elect  Director Jeanne P. Jackson         For       For        Management
1.4   Elect  Director Bruce A. Nordstrom        For       For        Management
1.5   Elect  Director John N. Nordstrom         For       For        Management
1.6   Elect  Director Alfred E. Osborne, Jr.,   For       For        Management
      Ph.D.
1.7   Elect  Director William D. Ruckelshaus    For       For        Management
1.8   Elect  Director Alison A. Winter          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NORTHEAST UTILITIES

Ticker:       NU             Security ID:  664397106
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard H. Booth          For       For        Management
1.2   Elect  Director Cotton Mather Cleveland   For       For        Management
1.3   Elect  Director Sanford Cloud, Jr.        For       For        Management
1.4   Elect  Director James F. Cordes           For       For        Management
1.5   Elect  Director E. Gail De Planque        For       For        Management
1.6   Elect  Director John H. Forsgren          For       For        Management
1.7   Elect  Director John G. Graham            For       For        Management
1.8   Elect  Director Elizabeth T. Kennan       For       For        Management
1.9   Elect  Director Robert E. Patricelli      For       For        Management
1.10  Elect  Director Charles W. Shivery        For       For        Management
1.11  Elect  Director John F. Swope             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       For        Management
1.2   Elect Director Donald L. Lucas            For       For        Management
1.3   Elect Director Michael J. Boskin          For       For        Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       For        Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

PALL CORP.

Ticker:       PLL            Security ID:  696429307
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Carroll, Jr.     For       For        Management
1.2   Elect Director Eric Krasnoff              For       For        Management
1.3   Elect Director Dr. Edward L. Snyder       For       For        Management
1.4   Elect Director Dr. James D. Watson        For       For        Management
1.5   Elect Director Marcus Wilson              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 2, 2003    Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director B. Thomas Golisano         For       Withhold   Management
1.2   Elect Director Betsy S. Atkins            For       For        Management
1.3   Elect Director G. Thomas Clark            For       Withhold   Management
1.4   Elect Director David J. S. Flaschen       For       For        Management
1.5   Elect Director Phillip Horsley            For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
1.7   Elect Director J. Robert Sebo             For       Withhold   Management
1.8   Elect Director Joseph M. Tucci            For       Withhold   Management


- --------------------------------------------------------------------------------

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Akers             For       For        Management
1.2   Elect  Director Robert E. Allen           For       For        Management
1.3   Elect  Director Ray L. Hunt               For       For        Management
1.4   Elect  Director Arthur C. Martinez        For       For        Management
1.5   Elect  Director Indra K. Nooyi            For       For        Management
1.6   Elect  Director Franklin D. Raines        For       For        Management
1.7   Elect  Director Steven S. Reinemund       For       For        Management
1.8   Elect  Director Sharon Percy Rockefeller  For       For        Management
1.9   Elect  Director James J. Schiro           For       For        Management
1.10  Elect  Director Franklin A. Thomas        For       For        Management
1.11  Elect  Director Cynthia M. Trudell        For       For        Management
1.12  Elect  Director Solomon D. Trujillo       For       For        Management
1.13  Elect  Director Daniel Vasella            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marie L. Knowles          For       For        Management
1.2   Elect  Director Jon C. Madonna            For       For        Management
1.3   Elect  Director Gordon R. Parker          For       For        Management
1.4   Elect  Director Robert D. Johnson         For       For        Management
2     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Linda G. Alvarado         For       For        Management
1.2   Elect  Director Ernie Green               For       For        Management
1.3   Elect  Director John S. McFarlane         For       For        Management
1.4   Elect  Director Eduardo R. Menasce        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

PNC  FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Chellgren            For       For        Management
1.2   Elect  Director Robert Clay               For       For        Management
1.3   Elect  Director J. Gary Cooper            For       For        Management
1.4   Elect  Director George Davidson, Jr.      For       For        Management
1.5   Elect  Director Richard Kelson            For       Withhold   Management
1.6   Elect  Director Bruce Lindsay             For       For        Management
1.7   Elect  Director Anthony Massaro           For       For        Management
1.8   Elect  Director Thomas O'Brien            For       For        Management
1.9   Elect  Director Jane Pepper               For       For        Management
1.10  Elect  Director James Rohr                For       For        Management
1.11  Elect  Director Lorene Steffes            For       For        Management
1.12  Elect  Director Dennis Strigl             For       For        Management
1.13  Elect  Director Stephen Thieke            For       For        Management
1.14  Elect  Director Thomas Usher              For       For        Management
1.15  Elect  Director Milton Washington         For       For        Management
1.16  Elect  Director Helge Wehmeier            For       For        Management


- --------------------------------------------------------------------------------

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Berges           For       For        Management
1.2   Elect  Director Erroll B. Davis, Jr.      For       For        Management
1.3   Elect  Director Victoria F. Haynes        For       For        Management
1.4   Elect  Director Allen J. Krowe            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PROGRESSIVE CORP., THE

Ticker:       PGR            Security ID:  743315103
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter B. Lewis            For       For        Management
1.2   Elect  Director Glenn M. Renwick          For       For        Management
1.3   Elect  Director Donald B. Shackelford     For       For        Management
2     Amend Articles to Issue Shares without    For       For        Management
      Issuing Physical Certificates
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Teresa Beck               For       For        Management
1.2   Elect  Director R.D. Cash                 For       For        Management
1.3   Elect  Director Robert E. McKee III       For       Withhold   Management
1.4   Elect  Director Gary G. Michael           For       For        Management
1.5   Elect  Director Charles B. Stanley        For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

RADIOSHACK CORP.

Ticker:       RSH            Security ID:  750438103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Belatti          For       For        Management
1.2   Elect  Director Ronald E. Elmquist        For       For        Management
1.3   Elect  Director Robert S. Falcone         For       For        Management
1.4   Elect  Director Daniel R. Feehan          For       For        Management
1.5   Elect  Director Richard J. Hernandez      For       For        Management
1.6   Elect  Director Lawrence V. Jackson       For       Withhold   Management
1.7   Elect  Director Robert J. Kamerschen      For       For        Management
1.8   Elect  Director H. Eugene Lockhart        For       For        Management
1.9   Elect  Director Jack L. Messman           For       For        Management
1.10  Elect  Director William G. Morton, Jr.    For       For        Management
1.11  Elect  Director Thomas G. Plaskett        For       For        Management
1.12  Elect  Director Leonard H. Roberts        For       For        Management
1.13  Elect  Director Edwina D. Woodbury        For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       For        Management
A.2   Elect Director William H. Gray, III       For       For        Management
A.3   Elect Director William T. McCormick, Jr.  For       For        Management
A.4   Elect Director Keith D. Nosbusch          For       For        Management
B     Ratify Auditors                           For       For        Management
C     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

SARA LEE CORP.

Ticker:       SLE            Security ID:  803111103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.T. Battenberg III        For       For        Management
1.2   Elect Director Charles W. Coker           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director Willie D. Davis            For       For        Management
1.5   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.6   Elect Director Laurette T. Koellner       For       For        Management
1.7   Elect Director Cornelis J.A. Van Lede     For       For        Management
1.8   Elect Director Joan D. Manley             For       For        Management
1.9   Elect Director Cary D. McMillan           For       For        Management
1.10  Elect Director C. Steven McMillan         For       For        Management
1.11  Elect Director Rozanne L. Ridgway         For       For        Management
1.12  Elect Director Richard L. Thomas          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Charitable Contributions        Against   Against    Shareholder
4     Implement and Monitor Code of Corporate   Against   Against    Shareholder
      Conduct - ILO Standards


- --------------------------------------------------------------------------------

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Barnes           For       For        Management
1.2   Elect  Director James A. Henderson        For       For        Management
1.3   Elect  Director John B. McCoy             For       For        Management
1.4   Elect  Director S. Donley Ritchey         For       For        Management
1.5   Elect  Director Joyce M. Roche            For       For        Management
1.6   Elect  Director Patricia P. Upton         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws                              For       For        Management
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Change Size of Board of Directors         Against   Against    Shareholder


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


- --------------------------------------------------------------------------------

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Baum           For       For        Management
1.2   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.3   Elect  Director Richard G. Newman         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
7     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

SHERWIN-WILLIAMS CO., THE

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James C. Boland           For       For        Management
1.2   Elect  Director John G. Breen             For       For        Management
1.3   Elect  Director Duane E. Collins          For       For        Management
1.4   Elect  Director Christopher M. Connor     For       For        Management
1.5   Elect  Director Daniel E. Evans           For       For        Management
1.6   Elect  Director Susan J. Kropf            For       Withhold   Management
1.7   Elect  Director Robert W. Mahoney         For       For        Management
1.8   Elect  Director Gary E. McCullough        For       For        Management
1.9   Elect  Director A. Malachi Mixon, III     For       For        Management
1.10  Elect  Director Curtis E. Moll            For       Withhold   Management
1.11  Elect  Director Joseph M. Scaminace       For       For        Management
1.12  Elect  Director Richard K. Smucker        For       For        Management
2     Amend Bylaws                              For       Against    Management
3     Amend Bylaws                              For       For        Management
4     Amend Nomination Procedures for the Board For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SIEBEL SYSTEMS, INC.

Ticker:       SEBL           Security ID:  826170102
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Scott Hartz            For       For        Management
1.2   Elect  Director Charles R. Schwab         For       For        Management
1.3   Elect  Director George T. Shaheen         For       For        Management
1.4   Elect  Director John W. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Abstain   For        Shareholder


- --------------------------------------------------------------------------------

SPRINT CORP.

Ticker:       FON            Security ID:  852061100
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gordon M. Bethune         For       For        Management
1.2   Elect  Director E. Linn Draper, Jr.       For       For        Management
1.3   Elect  Director Deborah A. Henretta       For       For        Management
1.4   Elect  Director Linda Koch Lorimer        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Performance- Based/Indexed Options        Against   For        Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Foreign Outsourcing             Against   Against    Shareholder


- --------------------------------------------------------------------------------

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A203
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eric Hippeau              For       For        Management
1.2   Elect  Director Daniel Yih                For       For        Management
1.3   Elect  Director Kneeland Youngblood       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         For       For        Management


- --------------------------------------------------------------------------------

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kennett Burnes            For       For        Management
1.2   Elect  Director David Gruber              For       For        Management
1.3   Elect  Director Linda Hill                For       For        Management
1.4   Elect  Director Charles Lamantia          For       For        Management
1.5   Elect  Director Robert Weissman           For       For        Management
2     Exempt Board of Directors from            Against   For        Shareholder
      Massachusetts General Laws, Chapter 156B,
      Section 50A(a)


- --------------------------------------------------------------------------------

SUPERVALU INC.

Ticker:       SVU            Security ID:  868536103
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Lillis          For       For        Management
1.2   Elect Director Jeffrey Noodle             For       For        Management
1.3   Elect Director Steven S. Rogers           For       For        Management
1.4   Elect Director Ronald E. Daly             For       For        Management
1.5   Elect Director Marissa Peterson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


- --------------------------------------------------------------------------------

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tania Amochaev             For       For        Management
1.2   Elect Director William Coleman            For       For        Management
1.3   Elect Director Dr. Per-Kristian Halvorsen For       For        Management
1.4   Elect Director David Mahoney              For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director Bill Owens                 For       For        Management
1.7   Elect Director George Reyes               For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Golden as Class   For       Withhold   Management
      II Director
1.2   Elect Director Joseph A. Hafner, Jr. as   For       For        Management
      Class II Director
1.3   Elect Director Thomas E. Lankford as      For       Withhold   Management
      Class II Director
1.4   Elect Director Richard J. Schnieders as   For       Withhold   Management
      Class II Director
1.5   Elect Director John K. Stubblefield, Jr.  For       For        Management
      as Class III Director
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on the Impact of Genetically       Against   Against    Shareholder
      Engineered Products


- --------------------------------------------------------------------------------

TEKTRONIX, INC.

Ticker:       TEK            Security ID:  879131100
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerry B. Cameron           For       For        Management
1.2   Elect Director Cyril J. Yansouni          For       For        Management
2     Refrain from Doing Business in China      Against   Against    Shareholder


- --------------------------------------------------------------------------------

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kathleen M. Bader         For       For        Management
1.2   Elect  Director R. Kerry Clark            For       For        Management
1.3   Elect  Director Ivor J. Evans             For       For        Management
1.4   Elect  Director Lord Powell of Bayswater  For       For        Management
      KCMG
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Stock-for-Salary/Bonus Plan       For       For        Management
4     Ratify Auditors                           For       For        Management
5     Report on Foreign Weapons Sales           Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

THE CLOROX COMPANY

Ticker:       CLX            Security ID:  189054109
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel Boggan, Jr.         For       For        Management
1.2   Elect Director Tully M. Friedman          For       For        Management
1.3   Elect Director Christoph Henkel           For       For        Management
1.4   Elect Director William R. Johnson         For       For        Management
1.5   Elect Director Gerald E. Johnston         For       For        Management
1.6   Elect Director Robert W. Matschullat      For       For        Management
1.7   Elect Director Gary G. Michael            For       For        Management
1.8   Elect Director Klaus Morwind              For       For        Management
1.9   Elect Director Jan L. Murley              For       For        Management
1.10  Elect Director Lary R. Scott              For       For        Management
1.11  Elect Director Michael E. Shannon         For       For        Management
1.12  Elect Director G. Craig Sullivan          For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
4     Declassify the Board of Directors         Against   For        Shareholder
5     Label Genetically Engineered Foods        Against   Against    Shareholder


- --------------------------------------------------------------------------------

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Barksdale        For       For        Management
1.2   Elect  Director Stephen F. Bollenbach     For       For        Management
1.3   Elect  Director Stephen M. Case           For       For        Management
1.4   Elect  Director Frank J. Caufield         For       For        Management
1.5   Elect  Director Robert C. Clark           For       For        Management
1.6   Elect  Director Miles R. Gilburne         For       For        Management
1.7   Elect  Director Carla A. Hills            For       For        Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Michael A. Miles          For       For        Management
1.10  Elect  Director Kenneth J. Novack         For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director R. E. Turner              For       For        Management
1.13  Elect  Director Francis T. Vincent, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt China Principles                    Against   Against    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

TRAVELERS PROPERTY CASUALTY CORP.

Ticker:       TVCR           Security ID:  89420G406
Meeting Date: MAR 19, 2004   Meeting Type: Special
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Derek C. Bonham           For       For        Management
1.2   Elect  Director E. Gail de Planque        For       For        Management
1.3   Elect  Director William M. Griffin        For       For        Management
1.4   Elect  Director Kerney Laday              For       For        Management
1.5   Elect  Director Jack E. Little            For       For        Management
1.6   Elect  Director Erle Nye                  For       For        Management
1.7   Elect  Director J.E. Oesterreicher        For       For        Management
1.8   Elect  Director Michael W. Ranger         For       For        Management
1.9   Elect  Director Herbert H. Richardson     For       For        Management
1.10  Elect  Director C. John Wilder            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

TYSON FOODS, INC.

Ticker:       TSN            Security ID:  902494103
Meeting Date: FEB 6, 2004    Meeting Type: Annual
Record Date:  DEC 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Don Tyson                  For       Withhold   Management
1.2   Elect Director John Tyson                 For       Withhold   Management
1.3   Elect Director Leland E. Tollett          For       Withhold   Management
1.4   Elect Director Barbara A. Tyson           For       Withhold   Management
1.5   Elect Director Lloyd V. Hackley           For       For        Management
1.6   Elect Director Jim Kever                  For       For        Management
1.7   Elect Director David A. Jones             For       For        Management
1.8   Elect Director Richard L. Bond            For       Withhold   Management
1.9   Elect Director Jo Ann R. Smith            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Employee Stock Purchase Plan      For       Against    Management
4     Ratify Auditors                           For       For        Management
5     Remove Supervoting Rights for Class B     Against   For        Shareholder
      Common Stock
6     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director George David              For       For        Management
1.3   Elect  Director Jean-Pierre Garnier       For       For        Management
1.4   Elect  Director Jamie S. Gorelick         For       For        Management
1.5   Elect  Director Charles R. Lee            For       For        Management
1.6   Elect  Director Richard D. McCormick      For       For        Management
1.7   Elect  Director Harold McGraw III         For       For        Management
1.8   Elect  Director Frank P. Popoff           For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Andre Villeneuve          For       For        Management
1.11  Elect  Director H. A. Wagner              For       For        Management
1.12  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Disclosure of Executive Compensation      Against   Against    Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Performance-Based/Indexed Options         Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Ballard, Jr.   For       For        Management
1.2   Elect  Director Richard T. Burke          For       For        Management
1.3   Elect  Director Stephen J. Hemsley        For       For        Management
1.4   Elect  Director Donna E. Shalala          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

UTSTARCOM, INC.

Ticker:       UTSI           Security ID:  918076100
Meeting Date: SEP 24, 2003   Meeting Type: Special
Record Date:  AUG 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

VULCAN MATERIALS CO.

Ticker:       VMC            Security ID:  929160109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Orin R. Smith             For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Donald B. Rice            For       For        Management
1.4   Elect  Director Vincent J. Trosino        For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James S. Balloun          For       For        Management
1.2   Elect  Director John T. Casteen, III      For       For        Management
1.3   Elect  Director Joseph Neubauer           For       For        Management
1.4   Elect  Director Lanty L. Smith            For       For        Management
1.5   Elect  Director Dona Davis Young          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Prepare Sustainability Report             Against   For        Shareholder
8     Report on Stock Option Distribution by    Against   For        Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   For        Shareholder
11    Submit Executive Compensation to Vote     Against   For        Shareholder


- --------------------------------------------------------------------------------

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director John S. Chen              For       For        Management
1.3   Elect  Director Michael D. Eisner         For       Withhold   Management
1.4   Elect  Director Judith L. Estrin          For       For        Management
1.5   Elect  Director Robert A. Iger            For       For        Management
1.6   Elect  Director Aylwin B. Lewis           For       For        Management
1.7   Elect  Director Monica C. Lozano          For       For        Management
1.8   Elect  Director Robert W. Matschullat     For       For        Management
1.9   Elect  Director George J. Mitchell        For       For        Management
1.10  Elect  Director Leo J. O'Donovan, S.J.    For       For        Management
1.11  Elect  Director Gary L. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     China Principles                          Against   Against    Shareholder
4     Report on Supplier Labor Standards in     Against   For        Shareholder
      China
5     Report on Amusement Park Safety           Against   Against    Shareholder


- --------------------------------------------------------------------------------

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       Withhold   Management
1.11  Elect  Director Judith M. Runstad         For       Withhold   Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       Withhold   Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

WENDY'S INTERNATIONAL, INC.

Ticker:       WEN            Security ID:  950590109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Janet Hill                For       For        Management
1.2   Elect  Director Paul D. House             For       For        Management
1.3   Elect  Director John R. Thompson          For       For        Management
1.4   Elect  Director J. Randolph Lewis         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven R. Rogel           For       For        Management
1.2   Elect  Director William D. Ruckelshaus    For       For        Management
1.3   Elect  Director Richard H. Sinkfield      For       For        Management
1.4   Elect  Director James N. Sullivan         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Declassify the Board of Directors         Against   For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Implement Restricted Share Executive      Against   For        Shareholder
      Compensation Plan
6     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
7     Develop Policy Regarding Old Growth       Against   Against    Shareholder
      Forests
8     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clifford L. Alexander,    For       For        Management
      Jr.
1.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
1.3   Elect  Director Richard L. Carrion        For       For        Management
1.4   Elect  Director Robert Essner             For       For        Management
1.5   Elect  Director John D. Feerick           For       For        Management
1.6   Elect  Director Robert Langer             For       For        Management
1.7   Elect  Director John P. Mascotte          For       For        Management
1.8   Elect  Director Mary Lake Polan           For       For        Management
1.9   Elect  Director Ivan G. Seidenberg        For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director John R. Torell III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Drug Pricing                    Against   Against    Shareholder
4     Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

XEROX CORP.

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glenn A. Britt            For       For        Management
1.2   Elect  Director Richard J. Harrington     For       For        Management
1.3   Elect  Director William Curt Hunter       For       For        Management
1.4   Elect  Director Vernon E. Jordan, Jr.     For       Withhold   Management
1.5   Elect  Director Hilmar Kopper             For       For        Management
1.6   Elect  Director Ralph S. Larsen           For       For        Management
1.7   Elect  Director Anne M. Mulcahy           For       For        Management
1.8   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.9   Elect  Director John E. Pepper            For       For        Management
1.10  Elect  Director Ann N. Reese              For       For        Management
1.11  Elect  Director Stephen Robert            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Holland, Jr.       For       For        Management
1.2   Elect  Director David C. Novak            For       For        Management
1.3   Elect  Director Jackie Trujillo           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Smoke-Free Restaurant Policy        Against   Against    Shareholder
5     Prepare a Sustainability Report           Against   For        Shareholder
6     Adopt MacBride Principles                 Against   Against    Shareholder
7     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
8     Report on Animal Welfare Standards        Against   Against    Shareholder


- --------------------------------------------------------------------------------

ZIONS BANCORPORATION

Ticker:       ZION           Security ID:  989701107
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger B. Porter           For       For        Management
1.2   Elect  Director L. E. Simmons             For       For        Management
1.3   Elect  Director Steven C. Wheelwright     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management




==================== FIFTH THIRD LARGE CAP OPPORTUNITY FUND ====================


AFFILIATED COMPUTER SERVICES, INC.

Ticker:       ACS            Security ID:  8190100
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       For        Management
1.2   Elect Director Jeffrey A. Rich            For       For        Management
1.3   Elect Director Mark A. King               For       For        Management
1.4   Elect Director Joseph P. O'Neill          For       For        Management
1.5   Elect Director Frank A. Rossi             For       For        Management
1.6   Elect Director J. Livingston Kosberg      For       For        Management
1.7   Elect Director Dennis McCuistion          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 11, 2003   Meeting Type: Annual
Record Date:  OCT 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Elson           For       For        Management
1.2   Elect Director Marsha J. Evans            For       For        Management
1.3   Elect Director Earl G. Graves, Jr.        For       For        Management
1.4   Elect Director N. Gerry House             For       For        Management
1.5   Elect Director J.R. Hyde, III             For       For        Management
1.6   Elect Director Edward S. Lampert          For       For        Management
1.7   Elect Director W. Andrew McKenna          For       For        Management
1.8   Elect Director Steve Odland               For       For        Management
1.9   Elect Director James J. Postl             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BEA SYSTEMS, INC.

Ticker:       BEAS           Security ID:  73325102
Meeting Date: JUL 11, 2003   Meeting Type: Annual
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. Coleman III     For       For        Management
1.2   Elect Director Dale Crandall              For       For        Management
1.3   Elect Director William H. Janeway         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bradbury H. Anderson      For       For        Management
1.2   Elect  Director K.J. Higgins Victor       For       For        Management
1.3   Elect  Director Allen U. Lenzmeier        For       For        Management
1.4   Elect  Director Frank D. Trestman         For       For        Management
1.5   Elect  Director James C. Wetherbe         For       For        Management
1.6   Elect  Director Ronald James              For       For        Management
1.7   Elect  Director Matthew H. Paull          For       For        Management
1.8   Elect  Director Mary A. Tolan             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ursula M. Burns           For       For        Management
1.2   Elect  Director Marye Anne Fox            For       For        Management
1.3   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.4   Elect  Director John E. Pepper            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       For        Management
1.2   Elect  Director John Major                For       For        Management
1.3   Elect  Director Alan E. Ross              For       For        Management
1.4   Elect  Director Henry Samueli, Ph.D.      For       For        Management
1.5   Elect  Director Robert E. Switz           For       For        Management
1.6   Elect  Director Werner F. Wolfen          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dave Bing                  For       For        Management
1.2   Elect Director John F. Finn               For       For        Management
1.3   Elect Director John F. Havens             For       For        Management
1.4   Elect Director David W. Raisbeck          For       For        Management
1.5   Elect Director Robert D. Walter           For       For        Management


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director S. Decker Anstrom         For       For        Management
1.2   Elect  Director C. Michael Armstrong      For       For        Management
1.3   Elect  Director Kenneth J. Bacon          For       For        Management
1.4   Elect  Director Sheldon M. Bonovitz       For       For        Management
1.5   Elect  Director Julian A. Brodsky         For       For        Management
1.6   Elect  Director Joseph L. Castle, II      For       For        Management
1.7   Elect  Director J. Michael Cook           For       For        Management
1.8   Elect  Director Brian L. Roberts          For       For        Management
1.9   Elect  Director Ralph J. Roberts          For       For        Management
1.10  Elect  Director Dr. Judith Rodin          For       For        Management
1.11  Elect  Director Michael I. Sovern         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Require Two-Thirds Majority of            Against   For        Shareholder
      Independent Directors on Board
6     Political Contributions/Activities        Against   Against    Shareholder
7     Nominate Two Directors for every open     Against   Against    Shareholder
      Directorships
8     Limit Executive Compensation              Against   Against    Shareholder
9     Adopt a Recapitalization Plan             Against   For        Shareholder


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Demeritt        For       For        Management
1.2   Elect Director Livio D. DeSimone          For       For        Management
1.3   Elect Director William T. Esrey           For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Robert L. Johnson          For       For        Management
1.7   Elect Director John M. Keenan             For       For        Management
1.8   Elect Director Heidi G. Miller            For       For        Management
1.9   Elect Director Hilda Ochoa-Brillembourg   For       For        Management
1.10  Elect Director Stephen W. Sanger          For       For        Management
1.11  Elect Director A. Michael Spence          For       For        Management
1.12  Elect Director Dorothy A. Terrell         For       For        Management
1.13  Elect Director Raymond G. Viault          For       For        Management
1.14  Elect Director Paul S. Walsh              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Berg                 For       For        Management
1.2   Elect  Director Etienne F. Davignon       For       For        Management
1.3   Elect  Director James M. Denny            For       For        Management
1.4   Elect  Director John C. Martin            For       For        Management
1.5   Elect  Director Gordon E. Moore           For       For        Management
1.6   Elect  Director Nicholas G. Moore         For       For        Management
1.7   Elect  Director George P. Shultz          For       For        Management
1.8   Elect  Director Gayle E. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

H&R  BLOCK, INC.

Ticker:       HRB            Security ID:  93671105
Meeting Date: SEP 10, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Kenneth Baum            For       For        Management
1.2   Elect Director Henry F. Frigon            For       For        Management
1.3   Elect Director Roger W. Hale              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Aldinger       For       For        Management
1.2   Elect  Director Michael J. Birck          For       For        Management
1.3   Elect  Director Marvin D. Brailsford      For       For        Management
1.4   Elect  Director James R. Cantalupo        For       For        Management
1.5   Elect  Director Susan Crown               For       For        Management
1.6   Elect  Director Don H. Davis, Jr.         For       For        Management
1.7   Elect  Director W. James Farrell          For       For        Management
1.8   Elect  Director Robert C. McCormack       For       For        Management
1.9   Elect  Director Robert S. Morrison        For       For        Management
1.10  Elect  Director Harold B. Smith           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management

1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   For        Shareholder


- --------------------------------------------------------------------------------

INTUIT, INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen M. Bennett         For       For        Management
1.2   Elect Director Christopher W. Brody       For       For        Management
1.3   Elect Director William V. Campbell        For       For        Management
1.4   Elect Director Scott D. Cook              For       For        Management
1.5   Elect Director L. John Doerr              For       For        Management
1.6   Elect Director Donna L. Dubinsky          For       For        Management
1.7   Elect Director Michael R. Hallman         For       For        Management
1.8   Elect Director Stratton D. Sclavos        For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    Shareholder
      counter Derivatives
11    Auditor Independence                      Against   Against    Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claude R. Canizares       For       For        Management
1.2   Elect  Director Thomas A. Corcoran        For       For        Management
1.3   Elect  Director Alan H. Washkowitz        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

MANPOWER INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephanie A. Burns        For       For        Management
1.2   Elect  Director Willie D. Davis           For       For        Management
1.3   Elect  Director Jack M. Greenberg         For       For        Management
1.4   Elect  Director Terry A. Hueneke          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       For        Management
1.2   Elect Director John F. Gifford            For       Withhold   Management
1.3   Elect Director B. Kipling Hagopian        For       For        Management
1.4   Elect Director M. D. Sampels              For       For        Management
1.5   Elect Director A. R. Frank Wazzan         For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


- --------------------------------------------------------------------------------

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. Wayne Gittinger        For       For        Management
1.2   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.3   Elect  Director Jeanne P. Jackson         For       For        Management
1.4   Elect  Director Bruce A. Nordstrom        For       For        Management
1.5   Elect  Director John N. Nordstrom         For       For        Management
1.6   Elect  Director Alfred E. Osborne, Jr.,   For       For        Management
      Ph.D.
1.7   Elect  Director William D. Ruckelshaus    For       For        Management
1.8   Elect  Director Alison A. Winter          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       For        Management
1.2   Elect Director Donald L. Lucas            For       For        Management
1.3   Elect Director Michael J. Boskin          For       For        Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       For        Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

PHELPS DODGE CORP.

Ticker:       PD             Security ID:  717265102
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marie L. Knowles          For       For        Management
1.2   Elect  Director Jon C. Madonna            For       For        Management
1.3   Elect  Director Gordon R. Parker          For       For        Management
1.4   Elect  Director Robert D. Johnson         For       For        Management
2     Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alejandro Achaval         For       For        Management
1.2   Elect  Director Ronald L. Kuehn, Jr.      For       For        Management
1.3   Elect  Director H. Mitchell Watson, Jr.   For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Stockholder Protection Rights     For       For        Management
      Agreement


- --------------------------------------------------------------------------------

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       For        Management
A.2   Elect Director William H. Gray, III       For       For        Management
A.3   Elect Director William T. McCormick, Jr.  For       For        Management
A.4   Elect Director Keith D. Nosbusch          For       For        Management
B     Ratify Auditors                           For       For        Management
C     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER
      31, 2003 AND THE CONSOLIDATED STATEMENTS.
2     TO APPROVE THE BOARD OF DIRECTORS         For       Against    Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2003, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.44 (APPROXIMATELY
      US$0.322) PER ORDINARY SHARE, BE DECLARED
      FINAL.
3     TO ELECT ABRAHAM E. COHEN TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
4     TO ELECT LESLIE DAN TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
5     TO ELECT PROF. MEIR HETH TO SERVE FOR A   For       For        Management
      THREE-YEAR TERM.
6     TO ELECT PROF. MOSHE MANY TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
7     TO ELECT DOV SHAFIR TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
8     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       Against    Management
      OFFICER S LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY.
9     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Ballard, Jr.   For       For        Management
1.2   Elect  Director Richard T. Burke          For       For        Management
1.3   Elect  Director Stephen J. Hemsley        For       For        Management
1.4   Elect  Director Donna E. Shalala          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder
4     Limit Awards to Executives                Against   Against    Shareholder




==================== FIFTH THIRD LIFEMODEL AGGRESSIVE FUND =====================


FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786219
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786615
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786649
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786672
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786748
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786771
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R130
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
6a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R817
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote




=================== FIFTH THIRD LIFEMODEL CONSERVATIVE FUND ====================


FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786219
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786615
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786649
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786672
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786748
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786771
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786847
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R130
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
6a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R585
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R817
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote




===================== FIFTH THIRD LIFEMODEL MODERATE FUND ======================


FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786219
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786615
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786649
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786672
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786748
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786771
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786847
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R130
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
6a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R585
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R817
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote




=============== FIFTH THIRD LIFEMODEL MODERATELY AGGRESSIVE FUND ===============


FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786219
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786615
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786649
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786672
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786748
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786771
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786847
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R130
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
6a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R585
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R817
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote




============== FIFTH THIRD LIFEMODEL MODERATELY CONSERVATIVE FUND ==============


FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786219
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786615
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786649
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786672
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786748
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786771
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIDELITY MUNICIPLE TRUST

Ticker:                      Security ID:  316786847
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
2     Elect Trustees                            For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
3     Amend Declaration of Trust                For       For        Management
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
4a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Inter-fund lending
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
5     Approve Investment Advisory Agreement     For       For        Management
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
6a    Approve Change of Fundamental Investment  For       For        Management
      Policy - Diversification
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management
7     Other Business                            For       Abstain    Management


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R130
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
6a    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R585
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

FIFTH THIRD FUNDS

Ticker:                      Security ID:  31678R817
Meeting Date: NOV 6, 2003    Meeting Type: Special
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
2     Elect Trustees                            For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
3     Amend Declaration of Trust                For       Did Not    Management
                                                          Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
4b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Inter-fund lending                         Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
5     Approve Investment Advisory Agreement     For       Did Not    Management
                                                          Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
6b    Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Diversification                            Vote
7     Other Business                            For       Did Not    Management
                                                          Vote
7     Other Business                            For       Did Not    Management
                                                          Vote




=================== FIFTH THIRD MICHIGAN MUNICIPAL BOND FUND ===================


TAX-FREE INVESTMENTS CO.

Ticker:                      Security ID:  876935404
Meeting Date: OCT 21, 2003   Meeting Type: Special
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors                           For       For        Management
2     Approve Conversion to Series of Delaware  For       For        Management
      Statutory Trust




=============== FIFTH THIRD MICHIGAN MUNICIPAL MONEY MARKET FUND ===============




======================= FIFTH THIRD MICRO CAP VALUE FUND =======================


A. M. CASTLE & CO.

Ticker:       CAS            Security ID:  148411101
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward F. Culliton        For       For        Management
1.2   Elect  Director William K. Hall           For       For        Management
1.3   Elect  Director Robert S. Hamada          For       For        Management
1.4   Elect  Director Patrick J. Herbert, III   For       For        Management
1.5   Elect  Director John W. Mccarter, Jr.     For       For        Management
1.6   Elect  Director John Mccartney            For       For        Management
1.7   Elect  Director G. Thomas Mckane          For       For        Management
1.8   Elect  Director John W. Puth              For       For        Management
1.9   Elect  Director Michael Simpson           For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

A.T. CROSS COMPANY

Ticker:       ATX            Security ID:  227478104
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Galal P. Doss             For       For        Management
2.2   Elect  Director Andrew J. Parsons         For       For        Management
2.3   Elect  Director James C. Tappan           For       For        Management
3     Approve Outside Director Stock            For       For        Management
      Awards/Options in Lieu of Cash


- --------------------------------------------------------------------------------

ACCELRYS INC

Ticker:       ACCL           Security ID:  71713B104
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul A. Bartlett, Ph.D.   For       Withhold   Management
1.2   Elect  Director Kenneth L. Coleman        For       For        Management
1.3   Elect  Director Ricardo B. Levy, Ph.D.    For       For        Management
2     Change Company Name                       For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERICAN BUILDING CONTROL, INC.

Ticker:       ABCX           Security ID:  024750101
Meeting Date: JUN 21, 2004   Meeting Type: Annual
Record Date:  MAY 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lance R. Borvansky         For       For        Management
1.2   Elect Director Carlo R. Loi               For       For        Management
1.3   Elect Director John C. Macaulay           For       For        Management
1.4   Elect Director Danny W. Mills             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERON INTERNATIONAL CORP.

Ticker:       AMN            Security ID:  030710107
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  FEB 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Michael Hagan          For       For        Management
1.2   Elect  Director Terry L. Haines           For       For        Management
1.3   Elect  Director Dennis C. Poulsen         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

ANAREN INC.

Ticker:       ANEN           Security ID:  32744104
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dale F. Eck                For       For        Management
1.2   Elect Director Carl W. Gerst, Jr.         For       For        Management
1.3   Elect Director James G. Gould             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANGELICA CORP.

Ticker:       AGL            Security ID:  034663104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan S. Elliott          For       For        Management
1.2   Elect  Director Don W. Hubble             For       For        Management
1.3   Elect  Director Kelvin R. Westbrook       For       For        Management
1.4   Elect  Director Ronald J. Kruszewski      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

APAC CUSTOMER SERVICES, INC.

Ticker:       APAC           Security ID:  00185E106
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert F. Bernard         For       For        Management
1.2   Elect  Director Thomas M. Collins         For       For        Management
1.3   Elect  Director John W. Gerdelman         For       For        Management
1.4   Elect  Director Robert J. Keller          For       For        Management
1.5   Elect  Director Paul J. Liska             For       For        Management
1.6   Elect  Director Theodore G. Schwartz      For       For        Management
1.7   Elect  Director Samuel K. Skinner         For       For        Management


- --------------------------------------------------------------------------------

APOGEE ENTERPRISES, INC.

Ticker:       APOG           Security ID:  037598109
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerome L. Davis           For       For        Management
1.2   Elect  Director James L. Martineau        For       For        Management
1.3   Elect  Director Michael E. Shannon        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ASSOCIATED ESTATES REALTY CORP.

Ticker:       AEC            Security ID:  045604105
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert T. Adams           For       Did Not    Management
                                                          Vote
1.2   Elect  Director James M. Delaney          For       Did Not    Management
                                                          Vote
1.3   Elect  Director Jeffrey I. Friedman       For       Did Not    Management
                                                          Vote
1.4   Elect  Director Gerald C. McDonough       For       Did Not    Management
                                                          Vote
1.5   Elect  Director Mark L. Milstein          For       Did Not    Management
                                                          Vote
1.6   Elect  Director Frank E. Mosier           For       Did Not    Management
                                                          Vote
1.7   Elect  Director Richard T. Schwarz        For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

AULT, INC.

Ticker:       AULT           Security ID:  51503100
Meeting Date: OCT 16, 2003   Meeting Type: Annual
Record Date:  SEP 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Barnett           For       For        Management
1.2   Elect Director Brian T. Chang             For       For        Management
1.3   Elect Director John Colwell, Jr.          For       For        Management
1.4   Elect Director Frederick M. Green         For       For        Management
1.5   Elect Director John G. Kassakian          For       For        Management
1.6   Elect Director David J. Larkin            For       For        Management
1.7   Elect Director Marvonia Pearson Walker    For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

AVIALL, INC.

Ticker:       AVL            Security ID:  05366B102
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald R. Muzyka          For       For        Management
1.2   Elect  Director Jonathan M. Schofield     For       For        Management
1.3   Elect  Director Peter J. Clare            For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

BASSETT FURNITURE INDUSTRIES, INC.

Ticker:       BSET           Security ID:  070203104
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  JAN 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown, M.D.       For       For        Management
1.2   Elect Director Willie D. Davis            For       Withhold   Management
1.3   Elect Director Alan T. Dickson            For       Withhold   Management
1.4   Elect Director Paul Fulton                For       For        Management
1.5   Elect Director Howard H. Haworth          For       For        Management
1.6   Elect Director Michael E. Murphy          For       For        Management
1.7   Elect Director Dale C. Pond               For       For        Management
1.8   Elect Director Robert H. Spilman, Jr.     For       For        Management
1.9   Elect Director David A. Stonecipher       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BEI TECHNOLOGIES, INC.

Ticker:       BEIQ           Security ID:  05538P104
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles Crocker           For       For        Management
1.2   Elect  Director J. Lavon Morton           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BKF CAPITAL GROUP, INC.

Ticker:       BKF            Security ID:  05548G102
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anson M. Beard, Jr.       For       Withhold   Management
1.2   Elect  Director Peter J. Solomon          For       Withhold   Management
1.3   Elect  Director Dean J. Takahashi         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

BLAIR CORP.

Ticker:       BL             Security ID:  092828102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven M. Blair           For       Withhold   Management
1.2   Elect  Director Robert D. Crowley         For       Withhold   Management
1.3   Elect  Director Harriet Edelman           For       For        Management
1.4   Elect  Director Cynthia A. Fields         For       For        Management
1.5   Elect  Director Bryan J. Flanagan         For       Withhold   Management
1.6   Elect  Director John O. Hanna             For       For        Management
1.7   Elect  Director Craig N. Johnson          For       For        Management
1.8   Elect  Director Murray K. Mccomas         For       Withhold   Management
1.9   Elect  Director Thomas P. Mckeever        For       Withhold   Management
1.10  Elect  Director Ronald L. Ramseyer        For       For        Management
1.11  Elect  Director Michael A. Schuler        For       For        Management
1.12  Elect  Director John E. Zawacki           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BOMBAY COMPANY, INC.                                              , THE

Ticker:       BBA            Security ID:  097924104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul J. Raffin            For       For        Management
1.2   Elect  Director Julie L. Reinganum        For       For        Management
1.3   Elect  Director Bruce R. Smith            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BOYKIN LODGING COMPANY

Ticker:       BOY            Security ID:  103430104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert T. Adams           For       Withhold   Management
1.2   Elect  Director Robert W. Boykin          For       For        Management
1.3   Elect  Director Lee C. Howley, Jr.        For       For        Management
1.4   Elect  Director James B. Meathe           For       For        Management
1.5   Elect  Director Mark J. Nasca             For       For        Management
1.6   Elect  Director William H. Schecter       For       For        Management
1.7   Elect  Director Ivan J. Winfield          For       For        Management


- --------------------------------------------------------------------------------

BRANTLEY CAPITAL CORP.

Ticker:       BBDC           Security ID:  105494108
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  JAN 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gerald Hellerman           For       Did Not    Management
                                                          Vote
1.2   Elect Director Robert Pinkas              For       Did Not    Management
                                                          Vote
1.3   Elect Director Phillip Goldstein          For       Did Not    Management
                                                          Vote
1.4   Elect Director Patrick Bales              For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

BRUSH ENGINEERED MATERIALS INC.

Ticker:       BW             Security ID:  117421107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph P. Keithley        For       For        Management
1.2   Elect  Director William R. Robertson      For       For        Management
1.3   Elect  Director John Sherwin, Jr.         For       For        Management


- --------------------------------------------------------------------------------

BUCA, INC.

Ticker:       BUCA           Security ID:  117769109
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter J. Mihajlov         For       For        Management
1.2   Elect  Director Paul J. Zepf              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BUTLER MANUFACTURING CO.

Ticker:       BBR            Security ID:  123655102
Meeting Date: APR 27, 2004   Meeting Type: Special
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

CALAMP CORP

Ticker:       CAMP           Security ID:  129900106
Meeting Date: APR 8, 2004    Meeting Type: Special
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


- --------------------------------------------------------------------------------

CALGON CARBON CORP.

Ticker:       CCC            Security ID:  129603106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Cruickshank     For       For        Management
1.2   Elect  Director Thomas A. McConomy        For       Withhold   Management
1.3   Elect  Director Julie S. Roberts          For       For        Management
1.4   Elect  Director John S. Stanik            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CARRINGTON LABORATORIES, INC.

Ticker:       CARN           Security ID:  144525102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Marquez         For       Withhold   Management
1.2   Elect  Director Selvi Vescovi             For       For        Management
1.3   Elect  Director Ronald R. Blanck, D.O.    For       For        Management
1.4   Elect  Director Edwin Meese, III          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Stock Option Plan                 For       For        Management


- --------------------------------------------------------------------------------

CENTURY BUSINESS SERVICES, INC.

Ticker:       CBIZ           Security ID:  156490104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rick L. Burdick           For       Withhold   Management
1.2   Elect  Director Steven L. Gerard          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CEPHEID

Ticker:       CPHD           Security ID:  15670R107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cristina H. Kepner        For       For        Management
1.2   Elect  Director Thomas L. Gutshall        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHAMPIONSHIP AUTO RACING TEAMS, INC.

Ticker:       CPNT           Security ID:  158711101
Meeting Date: DEC 19, 2003   Meeting Type: Special
Record Date:  NOV 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

CHAMPIONSHIP AUTO RACING TEAMS, INC.

Ticker:       CPNT           Security ID:  158711101
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:  MAY 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert D. Biggs            For       For        Management
1.2   Elect Director Carl A. Haas               For       Withhold   Management
1.3   Elect Director James F. Hardymon          For       For        Management
1.4   Elect Director James A. Henderson         For       For        Management
1.5   Elect Director Christopher R. Pook        For       Withhold   Management
1.6   Elect Director Rafael A. Sanchez          For       For        Management
1.7   Elect Director Frederick T. Tucker        For       For        Management
1.8   Elect Director Derrick Walker             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHRONIMED, INC.

Ticker:       CHMD           Security ID:  171164106
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  SEP 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Hubers            For       For        Management
1.2   Elect Director Thomas A. Cusick           For       For        Management
1.3   Elect Director Myron Z. Holubiak          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COBRA ELECTRONICS CORP.

Ticker:       COBR           Security ID:  191042100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William P. Carmichael     For       For        Management
1.2   Elect  Director Carl Korn                 For       For        Management
1.3   Elect  Director Ian R. Miller             For       For        Management


- --------------------------------------------------------------------------------

CONCORD CAMERA CORP.

Ticker:       LENS           Security ID:  206156101
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ira B. Lampert             For       Withhold   Management
1.2   Elect Director Ronald S. Cooper           For       For        Management
1.3   Elect Director Morris H. Gindi            For       For        Management
1.4   Elect Director J. David Hakman            For       For        Management
1.5   Elect Director William J. O'Neill, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COVENANT TRANSPORT, INC.

Ticker:       CVTI           Security ID:  22284P105
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Parker           For       Withhold   Management
1.2   Elect  Director Robert E. Bosworth        For       For        Management
1.3   Elect  Director Hugh O. Maclellan, Jr.    For       For        Management
1.4   Elect  Director Bradley A. Moline         For       Withhold   Management
1.5   Elect  Director Mark A. Scudder           For       Withhold   Management
1.6   Elect  Director William T. Alt            For       Withhold   Management
1.7   Elect  Director Niel B. Nielson           For       For        Management
2     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CUTTER & BUCK INC.

Ticker:       CBUK           Security ID:  232217109
Meeting Date: OCT 7, 2003    Meeting Type: Annual
Record Date:  JUL 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry L. (Skip) Kotkins,   For       For        Management
      Jr.
1.2   Elect Director James C. Towne             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

DEB SHOPS, INC.

Ticker:       DEBS           Security ID:  242728103
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barry H. Feinberg         For       For        Management
1.2   Elect  Director Barry H. Frank            For       Withhold   Management
1.3   Elect  Director Ivan Inerfeld             For       For        Management
1.4   Elect  Director Ned J. Kaplin             For       For        Management
1.5   Elect  Director Marvin Rounick            For       Withhold   Management
1.6   Elect  Director Jack A. Rounick           For       Withhold   Management
1.7   Elect  Director Warren Weiner             For       Withhold   Management


- --------------------------------------------------------------------------------

DHB INDUSTRIES, INC.

Ticker:       DHB            Security ID:  23321E103
Meeting Date: AUG 15, 2003   Meeting Type: Annual
Record Date:  JUL 11, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David H. Brooks            For       Withhold   Management
1.2   Elect Director Gary Nadelman              For       For        Management
1.3   Elect Director Jerome Krantz              For       For        Management
1.4   Elect Director Cary Chasin                For       Withhold   Management
1.5   Elect Director Dawn M. Schlegel           For       Withhold   Management
1.6   Elect Director Barry Berkman              For       For        Management
2     Ratify Auditors                           For       For        Management



- --------------------------------------------------------------------------------

DRIL-QUIP, INC.

Ticker:       DRQ            Security ID:  262037104
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander P. Shukis       For       For        Management
1.2   Elect  Director Gary L. Stone             For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

EDELBROCK CORP.

Ticker:       EDEL           Security ID:  279434104
Meeting Date: NOV 21, 2003   Meeting Type: Annual
Record Date:  OCT 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director O. Victor Edelbrock, Jr.   For       Withhold   Management
1.2   Elect Director Jeffrey L. Thompson        For       Withhold   Management
1.3   Elect Director Aristedes T. Feles         For       Withhold   Management
1.4   Elect Director Cathleen Edelbrock         For       Withhold   Management
1.5   Elect Director Timothy D. Pettit          For       For        Management
1.6   Elect Director Jerry Herbst               For       For        Management
1.7   Elect Director Dr. Cornelius J. Pings     For       For        Management
1.8   Elect Director Ralph O. Hellmold          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

ENESCO GROUP INC

Ticker:       ENC            Security ID:  292973104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George R. Ditomassi       For       For        Management
1.2   Elect  Director Hector J. Orci            For       For        Management
1.3   Elect  Director Anne-Lee Verville         For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EQUUS II INCORPORATED

Ticker:       EQS            Security ID:  294766100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sam P. Douglass           For       For        Management
1.2   Elect  Director Gregory J. Flanagan       For       For        Management
1.3   Elect  Director Robert L. Knauss          For       For        Management
1.4   Elect  Director Nolan Lehmann             For       For        Management
1.5   Elect  Director Brad Orvieto              For       For        Management
1.6   Elect  Director Gary R. Petersen          For       For        Management
1.7   Elect  Director John W. Storms            For       For        Management
1.8   Elect  Director Dr. Francis D. Tuggle     For       For        Management
1.9   Elect  Director Dr. Edward E. Williams    For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FLOW INTERNATIONAL CORP.

Ticker:       FLOW           Security ID:  343468104
Meeting Date: SEP 23, 2003   Meeting Type: Annual
Record Date:  AUG 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jan K. Ver Hagen           For       For        Management
1.2   Elect Director Daniel J. Evans            For       For        Management
1.3   Elect Director Stephen R. Light           For       For        Management
1.4   Elect Director Richard P. Fox             For       For        Management
1.5   Elect Director Kenneth M. Roberts         For       For        Management


- --------------------------------------------------------------------------------

FROZEN FOOD EXPRESS INDUSTRIES, INC.

Ticker:       FFEX           Security ID:  359360104
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director T. Michael O'Connor       For       Withhold   Management
1.2   Elect  Director Stoney M. Stubbs, Jr.     For       Withhold   Management
1.3   Elect  Director Charles G. Robertson      For       Withhold   Management
2     Amend Stock Option Plan                   For       Against    Management


- --------------------------------------------------------------------------------

GALYANS TRADING INC

Ticker:       GLYN           Security ID:  36458R101
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin J. Holman           For       Withhold   Management
1.2   Elect  Director Norman S. Matthews        For       For        Management
1.3   Elect  Director Byron E. Allumbaugh       For       For        Management
1.4   Elect  Director Frank J. Belatti          For       For        Management
1.5   Elect  Director Stuart B. Burgdoerfer     For       Withhold   Management
1.6   Elect  Director Timothy J. Faber          For       Withhold   Management
1.7   Elect  Director Michael Goldstein         For       For        Management
1.8   Elect  Director Todd W. Halloran          For       Withhold   Management
1.9   Elect  Director George R. Mrkonic, Jr.    For       For        Management
1.10  Elect  Director John M. Roth              For       Withhold   Management
1.11  Elect  Director Ronald P. Spogli          For       Withhold   Management
1.12  Elect  Director Peter Starrett            For       Withhold   Management
2     Amend Stock Option Plan Grant for CEO     For       For        Management
3     Amend Restricted Stock Plan for CEO       For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

GENERAL CABLE CORP.

Ticker:       BGC            Security ID:  369300108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey Noddle            For       For        Management
1.2   Elect  Director John E. Welsh, III        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GSI LUMONICS INC. (FORMERLY LUMONICS INC. )

Ticker:       GSLI           Security ID:  36229U102
Meeting Date: AUG 4, 2003    Meeting Type: Special
Record Date:  JUN 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Restructuring of the Company as a For       For        Management
      Delaware Company


- --------------------------------------------------------------------------------

GSI LUMONICS INC. (FORMERLY LUMONICS INC. )

Ticker:       GSI.           Security ID:  36229U102
Meeting Date: MAY 20, 2004   Meeting Type: Annual/Special
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect All Director Nominees as a Single   For       For        Management
      Slate
2.1   Elect  Director Richard B. Black          For       For        Management
2.2   Elect  Director Paul F. Ferrari           For       For        Management
2.3   Elect  Director Phillip A. Griffith       For       For        Management
2.4   Elect  Director Byron O. Pond             For       For        Management
2.5   Elect  Director Benjamin J. Virgilio      For       For        Management
2.6   Elect  Director Charles D. Winston        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend 1995 Stock Option Plan              For       For        Management


- --------------------------------------------------------------------------------

HAGGAR CORP.

Ticker:       HGGR           Security ID:  405173105
Meeting Date: MAR 11, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.M. Haggar III           For       For        Management
1.2   Elect  Director Richard W. Heath          For       For        Management
1.3   Elect  Director James Neal Thomas         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HARDINGE, INC.

Ticker:       HDNG           Security ID:  412324303
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Patrick Ervin          For       Withhold   Management
1.2   Elect  Director Mitchell I. Quain         For       For        Management
1.3   Elect  Director Kyle H. Seymour           For       For        Management
1.4   Elect  Director John J. Perrotti          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HARKEN ENERGY CORP.

Ticker:       HEC            Security ID:  412552309
Meeting Date: FEB 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Eliminate Cumulative Voting               For       Against    Management
4.1   Elect Director Michael M. Ameen, Jr.      For       For        Management
4.2   Elect Director Mikel D. Faulkner          For       For        Management
4.3   Elect Director J. William Petty           For       For        Management
4.4   Elect Director Alan G. Quasha             For       For        Management
4.5   Elect Director H. A. Smith                For       For        Management
5.1   Elect Director Mikel D. Faulkner          For       For        Management
5.2   Elect Director J. William Petty           For       For        Management
6     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

HARKEN ENERGY CORP.

Ticker:       HEC            Security ID:  412552309
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  MAY 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael M. Ameen, Jr.     For       For        Management
1.2   Elect  Director Mikel D. Faulkner         For       For        Management
1.3   Elect  Director Dr. J. William Petty      For       For        Management
1.4   Elect  Director Alan G. Quasha            For       For        Management
1.5   Elect  Director H.A. Smith                For       For        Management
2     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

HARTMARX CORP.

Ticker:       HMX            Security ID:  417119104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael F. Anthony        For       For        Management
1.2   Elect  Director Jeffrey A. Cole           For       For        Management
1.3   Elect  Director James P. Dollive          For       For        Management
1.4   Elect  Director Raymond F. Farley         For       For        Management
1.5   Elect  Director Elbert O. Hand            For       For        Management
1.6   Elect  Director Dipak C. Jain             For       For        Management
1.7   Elect  Director Homi B. Patel             For       For        Management
1.8   Elect  Director Michael B. Rohlfs         For       For        Management
1.9   Elect  Director Stuart L. Scott           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HEIDRICK & STRUGGLES INTERNATIONAL, INC.

Ticker:       HSII           Security ID:  422819102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard I. Beattie        For       For        Management
1.2   Elect  Director John A. Fazio             For       For        Management
1.3   Elect  Director Thomas J. Friel           For       For        Management
1.4   Elect  Director Antonio Borges            For       For        Management


- --------------------------------------------------------------------------------

HOLOGIC, INC.

Ticker:       HOLX           Security ID:  436440101
Meeting Date: MAR 1, 2004    Meeting Type: Annual
Record Date:  JAN 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Cumming           For       For        Management
1.2   Elect  Director Irwin Jacobs              For       For        Management
1.3   Elect  Director David R. LaVance, Jr.     For       For        Management
1.4   Elect  Director Nancy L. Leaming          For       For        Management
1.5   Elect  Director Glenn P. Muir             For       For        Management
1.6   Elect  Director William A. Peck           For       For        Management
1.7   Elect  Director Jay A. Stein              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

HUFFY CORP.

Ticker:       HUFC           Security ID:  444356109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Don R. Graber             For       For        Management
1.2   Elect  Director Donald K. Miller          For       For        Management
1.3   Elect  Director Paul R. D'Aloia           For       For        Management
1.4   Elect  Director James F. Robeson          For       For        Management
1.5   Elect  Director Thomas C. Sullivan        For       For        Management
2     Amend Bundled Compensation Plans          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ICO, INC.

Ticker:       ICOC           Security ID:  449293109
Meeting Date: MAR 5, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. John Knapp             For       For        Management
1.2   Elect  Director Charles T. McCord, III    For       For        Management
1.3   Elect  Director W. Robert Parkey, Jr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

INFOCUS CORP.

Ticker:       INFS           Security ID:  45665B106
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter D. Behrendt         For       For        Management
1.2   Elect  Director Michael R. Hallman        For       For        Management
1.3   Elect  Director John V. Harker            For       For        Management
1.4   Elect  Director Svein S. Jacobsen         For       For        Management
1.5   Elect  Director Duane C. McDougall        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INPUT/OUTPUT, INC.

Ticker:       IO             Security ID:  457652105
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAY 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Franklin Myers            For       Withhold   Management
1.2   Elect  Director Bruce S. Appelbaum        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

IOMEGA CORP.

Ticker:       IOM            Security ID:  462030305
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert P. Berkowitz       For       For        Management
1.2   Elect  Director Bruce B. Darling          For       For        Management
1.3   Elect  Director Stephen N. David          For       For        Management
1.4   Elect  Director Margaret L. Hardin        For       For        Management
1.5   Elect  Director Werner T. Heid            For       For        Management
1.6   Elect  Director John E. Nolan             For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


- --------------------------------------------------------------------------------

IONICS, INC.

Ticker:       ION            Security ID:  462218108
Meeting Date: FEB 11, 2004   Meeting Type: Special
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

IONICS, INC.

Ticker:       ION            Security ID:  462218108
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Brown          For       For        Management
1.2   Elect  Director William K. Reilly         For       For        Management
1.3   Elect  Director Robert H. Temkin          For       For        Management
1.4   Elect  Director Allen S. Wyett            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JAMESON INNS, INC.

Ticker:       JAMS           Security ID:  470457102
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael E. Lawrence       For       For        Management
1.2   Elect  Director David S. Fraser           For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Eliminate Stock Ownership Restrictions    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

K2 INC.

Ticker:       KTO            Security ID:  482732104
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.2   Elect  Director Lou L. Holtz              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

KANEB SERVICES LLC

Ticker:       KSL            Security ID:  484173109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sangwoo Ahn               For       For        Management
1.2   Elect  Director John R. Barnes            For       For        Management
1.3   Elect  Director Murray R. Biles           For       Withhold   Management


- --------------------------------------------------------------------------------

LAZARE KAPLAN INTERNATIONAL, INC.

Ticker:       LKI            Security ID:  521078105
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maurice Tempelsman         For       Withhold   Management
1.2   Elect Director Leon Tempelsman            For       Withhold   Management
1.3   Elect Director Lucien Burstein            For       Withhold   Management
1.4   Elect Director Myer Feldman               For       Withhold   Management
1.5   Elect Director Richard A. Berenson        For       For        Management
1.6   Elect Director Robert A. Del Genio        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LESCO, INC.

Ticker:       LSCO           Security ID:  526872106
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald Best               For       For        Management
1.2   Elect  Director Robert F. Burkhardt       For       For        Management
1.3   Elect  Director Michael P. DiMino         For       For        Management
1.4   Elect  Director J. Martin Erbaugh         For       For        Management
1.5   Elect  Director Michael E. Gibbons        For       For        Management
1.6   Elect  Director Enrique Foster Gittes     For       For        Management
1.7   Elect  Director Lee C. Howley             For       For        Management
1.8   Elect  Director Christopher H.B. Mills    For       For        Management
1.9   Elect  Director R. Lawrence Roth          For       For        Management


- --------------------------------------------------------------------------------

MALAYSIA FUND, INC., THE

Ticker:       MF             Security ID:  560905101
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wayne E. Hedien            For       For        Management
1.2   Elect Director Dr. Manuel H. Johnson      For       For        Management
1.3   Elect Director James F. Higgins           For       For        Management


- --------------------------------------------------------------------------------

MATERIAL SCIENCES CORP.

Ticker:       MSC            Security ID:  576674105
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Avrum Gray                For       For        Management
1.2   Elect  Director Frank L. Hohmann III      For       For        Management
1.3   Elect  Director Dr. Ronald A. Mitsch      For       For        Management
1.4   Elect  Director Dr. Mary P. Quin          For       For        Management
1.5   Elect  Director John P. Reilly            For       For        Management
1.6   Elect  Director John D. Roach             For       For        Management
1.7   Elect  Director Curtis G. Solsvig III     For       For        Management
1.8   Elect  Director Ronald L. Stewart         For       For        Management
2     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

MAXWELL TECHNOLOGIES, INC.

Ticker:       MXWL           Security ID:  577767106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark Rossi                For       For        Management
1.2   Elect  Director Jean Lavigne              For       For        Management


- --------------------------------------------------------------------------------

MEADE INSTRUMENTS CORP.

Ticker:       MEAD           Security ID:  583062104
Meeting Date: JUL 10, 2003   Meeting Type: Annual
Record Date:  MAY 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven G. Murdock          For       For        Management
1.2   Elect Director Harry L. Casari            For       Withhold   Management


- --------------------------------------------------------------------------------

MEADOWBROOK INSURANCE GROUP, INC.

Ticker:       MIG            Security ID:  58319P108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph S. Dresner         For       For        Management
1.2   Elect  Director Ralph Milo                For       For        Management
1.3   Elect  Director David K. Page             For       For        Management
1.4   Elect  Director Herbert Tyner             For       For        Management
1.5   Elect  Director Merton J. Segal           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bundled Compensation Plans          For       For        Management


- --------------------------------------------------------------------------------

MEDIA 100 INC.

Ticker:       MDEA           Security ID:  58440W105
Meeting Date: AUG 22, 2003   Meeting Type: Special
Record Date:  JUN 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Issuance of Shares for a Private  For       For        Management
      Placement


- --------------------------------------------------------------------------------

MEDTOX SCIENTIFIC, INC.

Ticker:       TOX            Security ID:  584977201
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brian P. Johnson          For       For        Management
1.2   Elect  Director Robert J. Marzec          For       For        Management
2     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

MERCURY AIR GROUP, INC.

Ticker:       MAX            Security ID:  589354406
Meeting Date: APR 12, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Philip J. Fagan, Jr. M.D. For       Withhold   Management
1.2   Elect  Director Joseph A. Czyzyk          For       Withhold   Management
1.3   Elect  Director Frederick H. Kopko, Jr.   For       For        Management
1.4   Elect  Director Gary J. Feracota          For       For        Management
1.5   Elect  Director Sergei Kouzmine           For       Withhold   Management
1.6   Elect  Director Michael H. Janowiak       For       For        Management
1.7   Elect  Director Angelo Pusateri           For       For        Management
2     Approve Sale of Company Assets            For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MICHAEL BAKER CORP.

Ticker:       BKR            Security ID:  057149106
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert N. Bontempo        For       For        Management
1.2   Elect  Director Nicholas P. Constantakis  For       For        Management
1.3   Elect  Director William J. Copeland       For       Withhold   Management
1.4   Elect  Director Donald P. Fusilli, Jr.    For       For        Management
1.5   Elect  Director Roy V. Gavert, Jr.        For       For        Management
1.6   Elect  Director Thomas D. Larson          For       For        Management
1.7   Elect  Director John E. Murray, Jr.       For       For        Management
1.8   Elect  Director Richard L. Shaw           For       Withhold   Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan


- --------------------------------------------------------------------------------

MIDAS, INC.

Ticker:       MDS            Security ID:  595626102
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Archie R. Dykes           For       For        Management
1.2   Elect  Director Alan D. Feldman           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MIDWAY GAMES INC.

Ticker:       MWY            Security ID:  598148104
Meeting Date: DEC 12, 2003   Meeting Type: Special
Record Date:  NOV 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve/Amend Conversion of Securities    For       For        Management
2     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

MIDWAY GAMES INC.

Ticker:       MWY            Security ID:  598148104
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Harold H. Bach, Jr.       For       Withhold   Management
1.2   Elect  Director William C. Bartholomay    For       For        Management
1.3   Elect  Director Kenneth D. Cron           For       For        Management
1.4   Elect  Director Louis J. Nicastro         For       Withhold   Management
1.5   Elect  Director Neil D. Nicastro          For       Withhold   Management
1.6   Elect  Director Shari E. Redstone         For       For        Management
1.7   Elect  Director Ira S. Sheinfeld          For       Withhold   Management
1.8   Elect  Director Robert N. Waxman          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MIDWAY GAMES INC.

Ticker:       MWY            Security ID:  598148104
Meeting Date: OCT 30, 2003   Meeting Type: Special
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Conversion of Securities          For       For        Management


- --------------------------------------------------------------------------------

MOBILE MINI, INC.

Ticker:       MINI           Security ID:  60740F105
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  MAY 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald J. Marusiak        For       For        Management
1.2   Elect  Director Lawrence Trachtenberg     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MOVADO GROUP, INC.

Ticker:       MOV            Security ID:  624580106
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gedalio Grinberg          For       Withhold   Management
1.2   Elect  Director Efraim Grinberg           For       Withhold   Management
1.3   Elect  Director Margaret Hayes-Adame      For       For        Management
1.4   Elect  Director Richard Cote              For       Withhold   Management
1.5   Elect  Director Alan H. Howard            For       For        Management
1.6   Elect  Director Nathan Leventhal          For       For        Management
1.7   Elect  Director Donald Oresman            For       For        Management
1.8   Elect  Director Leonard L. Silverstein    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Deferred Compensation Plan          For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management
5     Increase Authorized Common Stock          For       Against    Management


- --------------------------------------------------------------------------------

MTS SYSTEMS CORP.

Ticker:       MTSC           Security ID:  553777103
Meeting Date: JAN 27, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dugald K. Campbell         For       For        Management
1.2   Elect Director Jean-Lou Chameau           For       For        Management
1.3   Elect Director Merlin E. Dewing           For       For        Management
1.4   Elect Director Sidney W. Emery, Jr.       For       For        Management
1.5   Elect Director Linda Hall Whitman         For       For        Management
1.6   Elect Director Brendan C. Hegarty         For       For        Management
1.7   Elect Director Barb J. Samardzich         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MVC CAPITAL

Ticker:       MVC            Security ID:  553829102
Meeting Date: SEP 16, 2003   Meeting Type: Special
Record Date:  AUG 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Proposed Investment Management    For       For        Management
      Plan


- --------------------------------------------------------------------------------

MVC CAPITAL INC

Ticker:       MVC            Security ID:  553829102
Meeting Date: MAR 29, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Emilio Dominianni         For       Did Not    Management
                                                          Vote
1.2   Elect  Director Gerald Hellerman          For       Did Not    Management
                                                          Vote
1.3   Elect  Director Robert C. Knapp           For       Did Not    Management
                                                          Vote
1.4   Elect  Director Michael Tokarz            For       Did Not    Management
                                                          Vote
1.5   Elect  Director Robert S. Everett         For       Did Not    Management
                                                          Vote
2     Change Fund Name                          For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

NANOMETRICS INC.

Ticker:       NANO           Security ID:  630077105
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vincent J. Coates         For       For        Management
1.2   Elect  Director J. Thomas Bentley         For       For        Management
1.3   Elect  Director John D. Heaton            For       For        Management
1.4   Elect  Director Stephen J. Smith          For       For        Management
1.5   Elect  Director Edmond R. Ward            For       For        Management
1.6   Elect  Director William G. Oldham         For       For        Management
1.7   Elect  Director Mircea V. Dusa            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NATIONAL DENTEX CORP.

Ticker:       NADX           Security ID:  63563H109
Meeting Date: APR 13, 2004   Meeting Type: Special
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Brown            For       For        Management
1.2   Elect  Director Jack R. Crosby            For       For        Management
1.3   Elect  Director Daniel A. Grady           For       For        Management
1.4   Elect  Director David V. Harkins          For       Withhold   Management
1.5   Elect  Director Norman F. Strate          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NEWMARKET CORP

Ticker:       NEU            Security ID:  297659609
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director William W. Berry          For       For        Management
2.2   Elect  Director Phyllis L. Cothran        For       For        Management
2.3   Elect  Director Bruce C. Gottwald         For       For        Management
2.4   Elect  Director Thomas E. Gottwald        For       For        Management
2.5   Elect  Director James E. Rogers           For       For        Management
2.6   Elect  Director Sidney Buford Scott       For       For        Management
2.7   Elect  Director Charles B. Walker         For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NORTHWEST PIPE CO.

Ticker:       NWPX           Security ID:  667746101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael C. Franson        For       For        Management


- --------------------------------------------------------------------------------

OAK TECHNOLOGY, INC.

Ticker:       OAKT           Security ID:  671802106
Meeting Date: AUG 8, 2003    Meeting Type: Special
Record Date:  JUN 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

ODETICS, INC.

Ticker:       ODETA          Security ID:  676065204
Meeting Date: SEP 12, 2003   Meeting Type: Annual
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall L. Gudmundson     For       Withhold   Management
1.2   Elect Director Jerry F. Muench            For       Withhold   Management
1.3   Elect Director Kevin C. Daly, Ph.D.       For       Withhold   Management
1.4   Elect Director Gregory A. Miner           For       Withhold   Management
1.5   Elect Director John W. Seazholtz          For       For        Management
1.6   Elect Director Joel Slutzky               For       Withhold   Management
1.7   Elect Director Thomas L. Thomas           For       Withhold   Management
1.8   Elect Director Paul E. Wright             For       For        Management
2     Change Company Name                       For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OLYMPIC STEEL, INC.

Ticker:       ZEUS           Security ID:  68162K106
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David A. Wolfort           For       For        Management
1.2   Elect Director Ralph M. Della Ratta       For       For        Management
1.3   Elect Director Martin H. Elrad            For       For        Management
1.4   Elect Director Howard Goldstein           For       For        Management


- --------------------------------------------------------------------------------

ON ASSIGNMENT, INC.

Ticker:       ASGN           Security ID:  682159108
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Brock          For       For        Management
1.2   Elect  Director Elliott Ettenberg         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OPTIMAL GROUP INC.

Ticker:       OPMR           Security ID:  68388R208
Meeting Date: APR 6, 2004    Meeting Type: Special
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     A Resolution Approving the Issuance of    For       For        Management
      Approximately 9,059,589 Class  A  Shares
      of Optimal Pursuant to the Amalgamation
      Agreement with TERRA PAYMENTS INC
2     Approve the Special Resolution on the     For       For        Management
      Sale of Assets of the U-Scan Business
3     Approve Special Resolution to Change its  For       For        Management
      Corporate Name to Optimal Group Inc
4     Increase Maximum Board Size to 13         For       For        Management
      Directors
5     Elect Henry M. Karp, Leon P. Garfinkle    For       For        Management
      and Jonathan J. Ginns as Directors to
      Hold Office till 2007
6     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors


- --------------------------------------------------------------------------------

OREGON STEEL MILLS, INC.

Ticker:       OS             Security ID:  686079104
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William P. Kinnune        For       For        Management
1.2   Elect  Director David L. Parkinson        For       For        Management
1.3   Elect  Director Brett Wilcox              For       For        Management
2     Hire Advisor/Maximize Shareholder Value   Against   Against    Shareholder


- --------------------------------------------------------------------------------

ORTHOLOGIC CORP.

Ticker:       OLGC           Security ID:  68750J107
Meeting Date: JUN 7, 2004    Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fredric J. Feldman, Ph.D. For       For        Management
1.2   Elect  Director Thomas R. Trotter         For       For        Management
1.3   Elect  Director Michael D. Casey          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ORTHOLOGIC CORP.

Ticker:       OLGC           Security ID:  68750J107
Meeting Date: NOV 26, 2003   Meeting Type: Special
Record Date:  OCT 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Sale of Company Assets            For       For        Management


- --------------------------------------------------------------------------------

OSI SYSTEMS, INC.

Ticker:       OSIS           Security ID:  671044105
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Deepak Chopra              For       Withhold   Management
1.2   Elect Director Ajay Mehra                 For       Withhold   Management
1.3   Elect Director Steven C. Good             For       For        Management
1.4   Elect Director Meyer Luskin               For       For        Management
1.5   Elect Director Madan G. Syal              For       Withhold   Management
1.6   Elect Director Chand R. Viswanathan       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OSTEOTECH, INC.

Ticker:       OSTE           Security ID:  688582105
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard W. Bauer          For       Withhold   Management
1.2   Elect  Director Kenneth P. Fallon, III    For       Withhold   Management
1.3   Elect  Director Stephen S. Galliker       For       For        Management
1.4   Elect  Director Michael J. Jeffries       For       Withhold   Management
1.5   Elect  Director Donald D. Johnston        For       Withhold   Management
1.6   Elect  Director John Phillip Kostuik,     For       Withhold   Management
      M.D.
1.7   Elect  Director Stephen J. Sogin, Ph.D.   For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OVERLAND STORAGE, INC.

Ticker:       OVRL           Security ID:  690310107
Meeting Date: NOV 17, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Christopher P. Calisi      For       For        Management
1.2   Elect Director Robert A. Degan            For       For        Management
1.3   Elect Director Scott McClendon            For       For        Management
1.4   Elect Director John Mutch                 For       For        Management
1.5   Elect Director Peter Preuss               For       For        Management
1.6   Elect Director John A. Shane              For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

P.A.M. TRANSPORTATION SERVICES, INC.

Ticker:       PTSI           Security ID:  693149106
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frederick P. Calderone    For       Withhold   Management
1.2   Elect  Director Frank L. Conner           For       For        Management
1.3   Elect  Director Thomas H. Cooke           For       For        Management
1.4   Elect  Director Manuel J. Moroun          For       Withhold   Management
1.5   Elect  Director Matthew T. Moroun         For       For        Management
1.6   Elect  Director Daniel C. Sullivan        For       For        Management
1.7   Elect  Director Robert W. Weaver          For       Withhold   Management
1.8   Elect  Director Charles F. Wilkins        For       For        Management


- --------------------------------------------------------------------------------

PAREXEL INTERNATIONAL CORP.

Ticker:       PRXL           Security ID:  699462107
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  OCT 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. Joseph Eagle            For       For        Management
1.2   Elect Director Richard L. Love            For       For        Management
1.3   Elect Director Serge Okun                 For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PEMSTAR INC.

Ticker:       PMTR           Security ID:  706552106
Meeting Date: JUL 24, 2003   Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Allen J. Berning           For       For        Management
1.2   Elect Director Gregory S. Lea             For       For        Management
1.3   Elect Director Wolf Michel                For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PERCEPTRON, INC.

Ticker:       PRCP           Security ID:  71361F100
Meeting Date: DEC 8, 2003    Meeting Type: Annual
Record Date:  OCT 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David J. Beattie           For       For        Management
1.2   Elect Director Kenneth R. Dabrowski       For       For        Management
1.3   Elect Director Philip J. DeCocco          For       For        Management
1.4   Elect Director W. Richard Marz            For       For        Management
1.5   Elect Director Robert S. Oswald           For       For        Management
1.6   Elect Director Alfred A. Pease            For       For        Management
1.7   Elect Director James A. Ratigan           For       For        Management
1.8   Elect Director Terryll R. Smith           For       For        Management


- --------------------------------------------------------------------------------

PIONEER-STANDARD ELECTRONICS, INC.

Ticker:       NTY            Security ID:  723877106
Meeting Date: JUL 29, 2003   Meeting Type: Annual
Record Date:  JUN 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles F. Christ          For       For        Management
1.2   Elect Director Arthur Rhein               For       For        Management
1.3   Elect Director Thomas C. Sullivan         For       For        Management


- --------------------------------------------------------------------------------

PIONEER-STANDARD ELECTRONICS, INC.

Ticker:       NTY            Security ID:  723877106
Meeting Date: SEP 12, 2003   Meeting Type: Special
Record Date:  JUL 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change Company Name                       For       For        Management


- --------------------------------------------------------------------------------

PLATO LEARNING, INC.

Ticker:       TUTR           Security ID:  72764Y100
Meeting Date: MAR 4, 2004    Meeting Type: Annual
Record Date:  JAN 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect  Director Ruth L. Greenstein        For       Withhold   Management
2     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

PLATO LEARNING, INC.

Ticker:       TUTR           Security ID:  72764Y100
Meeting Date: NOV 17, 2003   Meeting Type: Special
Record Date:  OCT 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

PRICE LEGACY CORP.

Ticker:       PLRE           Security ID:  74144P106
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jack McGrory               For       Did Not    Management
                                                          Vote
1.2   Elect Director James F. Cahill            For       Did Not    Management
                                                          Vote
1.3   Elect Director Murray Galinson            For       Did Not    Management
                                                          Vote
1.4   Elect Director Keene Wolcott              For       Did Not    Management
                                                          Vote
1.5   Elect Director Reuben S. Leibowitz        For       Did Not    Management
                                                          Vote
1.6   Elect Director Melvin L. Keating          For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

PRICE LEGACY CORP.

Ticker:       PLRE           Security ID:  74144P106
Meeting Date: MAR 11, 2004   Meeting Type: Special
Record Date:  FEB 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Exchange Offer for common stock or Series For       For        Management
      1 preferred stock for shares of Series A
      preferred stock
2     Exchange Offer of common stock for Series For       For        Management
      B preferred stock
3     Approve Reverse Stock Split               For       For        Management
4     Authorize Board to Set Terms of Preferred For       For        Management
      Stock
5     Eliminate Class of Preferred Stock        For       For        Management
6     Change the Manner of Election of          For       For        Management
      Directors
7     Change the Company's Authorized Capital   For       For        Management
      Stock
8     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management


- --------------------------------------------------------------------------------

PRIME HOSPITALITY CORP.

Ticker:       PDQ            Security ID:  741917108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard M. Lorber          For       For        Management
1.2   Elect  Director Richard Szymanski         For       For        Management


- --------------------------------------------------------------------------------

QUAKER FABRIC CORP.

Ticker:       QFAB           Security ID:  747399103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sangwoo Ahn               For       For        Management
1.2   Elect  Director Larry A. Liebenow         For       For        Management
1.3   Elect  Director Jerry Ignacio Porras      For       For        Management
1.4   Elect  Director Eriberto R. Scocimara     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

R. G. BARRY CORP.

Ticker:       RGBC           Security ID:  068798107
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward M. Stan            For       Withhold   Management
2     Amend Articles                            For       For        Management


- --------------------------------------------------------------------------------

REGISTER.COM INC

Ticker:       RCOM           Security ID:  75914G101
Meeting Date: JUL 31, 2003   Meeting Type: Annual
Record Date:  JUL 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Niles H. Cohen             For       For        Management
1.2   Elect Director Dewain K. Cross            For       For        Management
1.3   Elect Director Peter A. Forman            For       Withhold   Management
1.4   Elect Director Richard D. Forman          For       Withhold   Management
1.5   Elect Director James A. Mitarotonda       For       For        Management
1.6   Elect Director Stanley Morten             For       For        Management
1.7   Elect Director Mitchell I. Quain          For       For        Management
1.8   Elect Director Jim Rosenthal              For       For        Management
1.9   Elect Director Reginald Van Lee           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

REGISTER.COM INC

Ticker:       RCOM           Security ID:  75914G101
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Niles H. Cohen            For       For        Management
1.2   Elect  Director Dewain K. Cross           For       For        Management
1.3   Elect  Director Peter A. Forman           For       For        Management
1.4   Elect  Director Richard D. Forman         For       For        Management
1.5   Elect  Director James A. Mitarotonda      For       For        Management
1.6   Elect  Director Stanley Morten            For       For        Management
1.7   Elect  Director Mitchell I. Quain         For       For        Management
1.8   Elect  Director Jim Rosenthal             For       For        Management
1.9   Elect  Director Reginald Van Lee          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ROCKFORD CORP.

Ticker:       ROFO           Security ID:  77316P101
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Gary Suttle            For       For        Management
1.2   Elect  Director Jerry E. Goldress         For       For        Management
1.3   Elect  Director Nicholas G. Bartol        For       For        Management
1.4   Elect  Director Timothy C. Bartol         For       For        Management
1.5   Elect  Director Ralph B. Godfrey          For       For        Management
1.6   Elect  Director John P. Lloyd             For       For        Management


- --------------------------------------------------------------------------------

ROCKY SHOES & BOOTS, INC.

Ticker:       RCKY           Security ID:  774830103
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael L. Finn           For       For        Management
1.2   Elect  Director G. Courtney Haning        For       For        Management
1.3   Elect  Director Curtis A. Loveland        For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

ROYCE MICRO-CAP TRUST, INC.

Ticker:       RMT            Security ID:  780915104
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles Royce              For       Withhold   Management
1.2   Elect Director William Koke               For       For        Management
1.3   Elect Director David Meister              For       For        Management
1.4   Elect Director G. Peter O'Brien           For       For        Management


- --------------------------------------------------------------------------------

RTI INTERNATIONAL METALS, INC.

Ticker:       RTI            Security ID:  74973W107
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Andersson        For       For        Management
1.2   Elect  Director Neil A. Armstrong         For       For        Management
1.3   Elect  Director Daniel I. Booker          For       For        Management
1.4   Elect  Director Donald P. Fusilli         For       For        Management
1.5   Elect  Director Ronald L. Gallatin        For       For        Management
1.6   Elect  Director Charles C. Gedeon         For       For        Management
1.7   Elect  Director Robert M. Hernandez       For       For        Management
1.8   Elect  Director Edith E. Holiday          For       For        Management
1.9   Elect  Director John H. Odle              For       For        Management
1.10  Elect  Director Timothy G. Rupert         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

SAFEGUARD SCIENTIFICS, INC.

Ticker:       SFE            Security ID:  786449108
Meeting Date: JUN 11, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony L. Craig          For       For        Management
1.2   Elect  Director Julie A. Dobson           For       For        Management
1.3   Elect  Director Robert E. Keith, Jr.      For       For        Management
1.4   Elect  Director Andrew E. Lietz           For       For        Management
1.5   Elect  Director George MacKenzie          For       For        Management
1.6   Elect  Director Jack L. Messman           For       For        Management
1.7   Elect  Director John W. Poduska, Sr.      For       For        Management
1.8   Elect  Director Robert Ripp               For       For        Management
1.9   Elect  Director John J. Roberts           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SAUCONY, INC.

Ticker:       SCNYA          Security ID:  804120103
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John H. Fisher            For       For        Management
1.2   Elect  Director Charles A. Gottesman      For       For        Management
1.3   Elect  Director Jonathan O. Lee           For       Withhold   Management
1.4   Elect  Director Robert J. Lefort, Jr.     For       For        Management
1.5   Elect  Director John J. Neuhauser         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SEA CONTAINERS LTD.

Ticker:       SCR.B          Security ID:  811371707
Meeting Date: JUN 7, 2004    Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Campbell          For       Withhold   Management
1.2   Elect  Director W. Murray Grindrod        For       For        Management
1.3   Elect  Director Robert M. Riggs           For       For        Management
1.4   Elect  Director Philip J.R. Schlee        For       For        Management
1.5   Elect  Director Charles N.C. Sherwood     For       For        Management
1.6   Elect  Director James B. Sherwood         For       Withhold   Management
1.7   Elect  Director Michael J.L. Stracey      For       For        Management
2     APPROVAL OF 2004 STOCK OPTION PLAN.       For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SEEBEYOND TECHNOLOGY CORP

Ticker:       SBYN           Security ID:  815704101
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Buckley           For       For        Management
1.2   Elect  Director Steven A. Ledger          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

SKECHERS U.S.A., INC.

Ticker:       SKX            Security ID:  830566105
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael Greenberg         For       Withhold   Management
1.2   Elect  Director Jeffrey Greenberg         For       Withhold   Management
1.3   Elect  Director David Weinberg            For       Withhold   Management
2     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

SONICWALL, INC.

Ticker:       SNWL           Security ID:  835470105
Meeting Date: DEC 12, 2003   Meeting Type: Annual
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Establish Range For Board Size            For       For        Management
2.1   Elect Director David W. Garrison          For       For        Management
2.2   Elect Director Charles D. Kissner         For       For        Management
2.3   Elect Director Matthew Medeiros           For       For        Management
2.4   Elect Director Sreekanth Ravi             For       For        Management
2.5   Elect Director David A. Shrigley          For       For        Management
2.6   Elect Director Cary H. Thompson           For       For        Management
2.7   Elect Director Robert M. Williams         For       For        Management
2.8   Elect Director Edward F. Thompson         For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

SONICWALL, INC.

Ticker:       SNWL           Security ID:  835470105
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David Garrison            For       For        Management
1.2   Elect  Director Charles D. Kissner        For       For        Management
1.3   Elect  Director Matthew Medeiros          For       For        Management
1.4   Elect  Director Cary H. Thompson          For       For        Management
1.5   Elect  Director Robert M. Williams        For       For        Management
1.6   Elect  Director Edward F. Thompson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

SOUTHCOAST FINANCIAL CORP.

Ticker:       SOCB           Security ID:  84129R100
Meeting Date: APR 8, 2004    Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director L. Wayne Pearsn            For       Withhold   Management
1.2   Elect Director Robert M. Scott            For       Withhold   Management


- --------------------------------------------------------------------------------

SOUTHWESTERN ENERGY CO.

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis Epley, Jr.          For       For        Management
1.2   Elect  Director John Hammerschmidt        For       For        Management
1.3   Elect  Director Robert Howard             For       For        Management
1.4   Elect  Director Harold Korell             For       For        Management
1.5   Elect  Director Vello Kuuskraa            For       For        Management
1.6   Elect  Director Kenneth Mourton           For       For        Management
1.7   Elect  Director Charles Scharlau          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

STEIN MART, INC.

Ticker:       SMRT           Security ID:  858375108
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alvin R. Carpenter        For       For        Management
1.2   Elect  Director Linda McFarland Farthing  For       Withhold   Management
1.3   Elect  Director Michael D. Fisher         For       For        Management
1.4   Elect  Director Mitchell W. Legler        For       For        Management
1.5   Elect  Director Michael D. Rose           For       For        Management
1.6   Elect  Director Richard L. Sisisky        For       For        Management
1.7   Elect  Director Jay Stein                 For       For        Management
1.8   Elect  Director Martin E. Stein, Jr.      For       For        Management
1.9   Elect  Director J. Wayne Weaver           For       For        Management
1.10  Elect  Director John H. Williams, Jr.     For       For        Management
1.11  Elect  Director James H. Winston          For       Withhold   Management


- --------------------------------------------------------------------------------

STEINWAY MUSICAL INSTRUMENTS, INC.

Ticker:       LVB            Security ID:  858495104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kyle R. Kirkland          For       Withhold   Management
1.2   Elect  Director Dana D. Messina           For       Withhold   Management
1.3   Elect  Director Bruce A. Stevens          For       Withhold   Management
1.4   Elect  Director John M. Stoner, Jr.       For       Withhold   Management
1.5   Elect  Director A. Clinton Allen          For       For        Management
1.6   Elect  Director Rudolph K. Kluiber        For       For        Management
1.7   Elect  Director Peter McMillan            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STEPAN CO.

Ticker:       SCL            Security ID:  858586100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert G. Potter          For       For        Management
1.2   Elect  Director F. Quinn Stepan           For       For        Management
1.3   Elect  Director Edward J. Wehmer          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STRATEGIC DISTRIBUTION, INC.

Ticker:       STRD           Security ID:  862701307
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Berkley        For       For        Management
1.2   Elect  Director William R. Berkley, Jr.   For       For        Management
1.3   Elect  Director Andrew M. Bursky          For       Withhold   Management
1.4   Elect  Director Catherine James Paglia    For       Withhold   Management
1.5   Elect  Director Robert D. Neary           For       For        Management
1.6   Elect  Director Jack H. Nusbaum           For       Withhold   Management
1.7   Elect  Director Joshua A. Polan           For       For        Management
1.8   Elect  Director Mitchell I. Quain         For       For        Management
1.9   Elect  Director Ronald C. Whitaker        For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STRIDE RITE CORP., THE

Ticker:       SRR            Security ID:  863314100
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Christine M. Cournoyer    For       For        Management
1.2   Elect  Director James F. Orr III          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SUPERIOR UNIFORM GROUP, INC.

Ticker:       SGC            Security ID:  868358102
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerald Benstock           For       For        Management
1.2   Elect  Director Michael Benstock          For       For        Management
1.3   Elect  Director Alan D. Schwartz          For       For        Management
1.4   Elect  Director Peter Benstock            For       For        Management
1.5   Elect  Director Manuel Gaetan             For       For        Management
1.6   Elect  Director Sidney Kirschner          For       For        Management
1.7   Elect  Director Robin Hensley             For       For        Management
1.8   Elect  Director Paul Mellini              For       For        Management
1.9   Elect  Director Arthur Wiener             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SYMMETRICOM, INC.

Ticker:       SYMM           Security ID:  871543104
Meeting Date: OCT 31, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dr. Krish A. Prabhu        For       For        Management
1.2   Elect Director Thomas W. Steipp           For       For        Management
1.3   Elect Director Alfred Boschulte           For       For        Management
1.4   Elect Director Robert T. Clarkson         For       For        Management
1.5   Elect Director Elizabeth A. Fetter        For       For        Management
1.6   Elect Director Robert M. Neumeister       For       For        Management
1.7   Elect Director Dr. Richard W. Oliver      For       For        Management
1.8   Elect Director Richard N. Snyder          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

SYSTEMAX INC.

Ticker:       SYX            Security ID:  871851101
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Leeds             For       Withhold   Management
1.2   Elect  Director Bruce Leeds               For       For        Management
1.3   Elect  Director Robert Leeds              For       Withhold   Management
1.4   Elect  Director Gilbert Fiorentino        For       For        Management
1.5   Elect  Director Robert Rosenthal          For       For        Management
1.6   Elect  Director Stacy S. Dick             For       For        Management
1.7   Elect  Director Ann R. Leven              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

THERAGENICS CORP.

Ticker:       TGX            Security ID:  883375107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Orwin L. Carter, Ph.D.    For       For        Management
1.2   Elect  Director Philip A. Incarnati       For       For        Management
1.3   Elect  Director M. Christine Jacobs       For       For        Management


- --------------------------------------------------------------------------------

TRANSPORT CORPORATION OF AMERICA, INC.

Ticker:       TCAM           Security ID:  89385P102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anton J. Christianson     For       For        Management
1.2   Elect  Director William P. Murnane        For       For        Management
1.3   Elect  Director Charles M. Osborne        For       For        Management
1.4   Elect  Director Michael J. Paxton         For       For        Management
1.5   Elect  Director Kenneth J. Roering        For       For        Management
1.6   Elect  Director William D. Slattery       For       For        Management
2     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

TWEETER HOME ENTERTAINMENT GROUP, INC.

Ticker:       TWTR           Security ID:  901167106
Meeting Date: JAN 15, 2004   Meeting Type: Annual
Record Date:  DEC 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey Stone              For       For        Management
1.2   Elect Director Jeffrey Bloomberg          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Issuance of Warrants              For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

U.S. CONCRETE, INC.

Ticker:       RMIX           Security ID:  90333L102
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Colson            For       For        Management
1.2   Elect  Director Vincent D. Foster         For       For        Management
1.3   Elect  Director Mary P. Ricciardello      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UNIVERSAL ELECTRONICS, INC.

Ticker:       UEIC           Security ID:  913483103
Meeting Date: JUN 14, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul D. Arling            For       For        Management
1.2   Elect  Director Satjiv S. Chahil          For       For        Management
1.3   Elect  Director Bruce A. Henderson        For       Withhold   Management
1.4   Elect  Director William C. Mulligan       For       Withhold   Management
1.5   Elect  Director J.C. Sparkman             For       Withhold   Management
2     Ratify Auditors                           For       Against    Management
3     Approve Directors Compensation Plan       For       For        Management


- --------------------------------------------------------------------------------

VANS, INC.

Ticker:       VANS           Security ID:  921930103
Meeting Date: JUN 30, 2004   Meeting Type: Special
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

VANS, INC.

Ticker:       VANS           Security ID:  921930103
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter E. Schoenfeld       For       For        Management
1.2   Elect Director James R. Sulat             For       For        Management
1.3   Elect Director Lisa M. Douglas            For       For        Management
1.4   Elect Director Charles G. Armstrong       For       For        Management
1.5   Elect Director Leonard R. Wilkens         For       For        Management
1.6   Elect Director Gary H. Schoenfeld         For       For        Management
1.7   Elect Director Wilbur J. Fix              For       For        Management
1.8   Elect Director Kathleen M. Gardarian      For       For        Management
1.9   Elect Director Gerald Grinstein           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Shareholder Rights Plan (Poison    For       For        Management
      Pill)
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VESTA INSURANCE GROUP, INC.

Ticker:       VTA            Security ID:  925391104
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. D. Batlivala    For       For        Management
1.2   Elect  Director Kevin J. Tierney          For       For        Management
1.3   Elect  Director T. Owen Vickers           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VIGNETTE CORP.

Ticker:       VIGN           Security ID:  926734104
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas E. Hogan           For       For        Management
1.2   Elect  Director Michael D. Lambert        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VOLT INFORMATION SCIENCES, INC.

Ticker:       VOL            Security ID:  928703107
Meeting Date: APR 9, 2004    Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd Frank               For       Withhold   Management
1.2   Elect  Director Bruce G. Goodman          For       Withhold   Management
1.3   Elect  Director Mark N. Kaplan            For       For        Management
1.4   Elect  Director Steven A. Shaw            For       Withhold   Management
1.5   Elect  Director Theresa A. Havell         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WILLBROS GROUP INC

Ticker:       WG             Security ID:  969199108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rodney B. Mitchell        For       For        Management
1.2   Elect  Director S. Miller Williams        For       For        Management
2     APPROVAL OF AMENDMENT NUMBER 4 TO         For       For        Management
      WILLBROS GROUP, INC. 1996 STOCK PLAN,
      WHICH INCREASES THE TOTAL NUMBER OF
      SHARES OF THE COMMON STOCK OF THE COMPANY
      AUTHORIZED FOR ISSUANCE THEREUNDER FROM
      3,125,000 TO 4,075,000 SHARES.
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WOLVERINE TUBE, INC.

Ticker:       WLV            Security ID:  978093102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Duncan            For       For        Management
1.2   Elect  Director Jan K. Ver Hagen          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ZOMAX, INC.

Ticker:       ZOMX           Security ID:  989929104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony Angelini          For       For        Management
1.2   Elect  Director Phillip T. Levin          For       For        Management
1.3   Elect  Director Janice Ozzello Wilcox     For       For        Management
1.4   Elect  Director Robert Ezrilov            For       For        Management
1.5   Elect  Director Howard P. Liszt           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management




======================= FIFTH THIRD MID CAP GROWTH FUND ========================


A.G. EDWARDS, INC.

Ticker:       AGE            Security ID:  281760108
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Bagby           For       For        Management
1.2   Elect  Director Dr. E. Eugene Carter      For       For        Management
1.3   Elect  Director Peter B. Madoff           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ACTIVISION, INC.

Ticker:       ATVI           Security ID:  4930202
Meeting Date: SEP 18, 2003   Meeting Type: Annual
Record Date:  JUL 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert A. Kotick           For       For        Management
1.2   Elect Director Brian G. Kelly             For       For        Management
1.3   Elect Director Ronald Doornink            For       For        Management
1.4   Elect Director Kenneth L. Henderson       For       For        Management
1.5   Elect Director Barbara S. Isgur           For       For        Management
1.6   Elect Director Steven T. Mayer            For       For        Management
1.7   Elect Director Robert J. Morgado          For       For        Management
2     Increase Authorized Preferred and Common  For       Against    Management
      Stock
3     Approve Omnibus Stock Plan                For       Against    Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ADVANCE AUTO PARTS INC

Ticker:       AAP            Security ID:  00751Y106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence P. Castellani    For       For        Management
1.2   Elect  Director John C. Brouillard        For       For        Management
1.3   Elect  Director Gilbert T. Ray            For       For        Management
1.4   Elect  Director John M. Roth              For       For        Management
1.5   Elect  Director Carlos A. Saladrigas      For       For        Management
1.6   Elect  Director William L. Salter         For       For        Management
1.7   Elect  Director Francesca Spinelli        For       For        Management
1.8   Elect  Director Nicholas F. Taubman       For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AFFILIATED COMPUTER SERVICES, INC.

Ticker:       ACS            Security ID:  8190100
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Darwin Deason              For       For        Management
1.2   Elect Director Jeffrey A. Rich            For       For        Management
1.3   Elect Director Mark A. King               For       For        Management
1.4   Elect Director Joseph P. O'Neill          For       For        Management
1.5   Elect Director Frank A. Rossi             For       For        Management
1.6   Elect Director J. Livingston Kosberg      For       For        Management
1.7   Elect Director Dennis McCuistion          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALBERTO-CULVER CO.

Ticker:       ACV            Security ID:  013068101
Meeting Date: JAN 22, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director A. G. Atwater, Jr.         For       For        Management
1.2   Elect Director Sam J. Susser              For       For        Management
1.3   Elect Director William W. Wirtz           For       For        Management
1.4   Elect Director John A. Miller             For       For        Management
1.5   Elect Director James G. Brocksmith, Jr.   For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Articles                            For       For        Management
4     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

AMKOR TECHNOLOGY, INC.

Ticker:       AMKR           Security ID:  31652100
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James J. Kim               For       For        Management
1.2   Elect Director John N. Boruch             For       For        Management
1.3   Elect Director Winston J. Churchill       For       For        Management
1.4   Elect Director Thomas D. George           For       For        Management
1.5   Elect Director Gregory K. Hinckley        For       For        Management
1.6   Elect Director Juergen Knorr              For       For        Management
1.7   Elect Director John B. Neff               For       For        Management
1.8   Elect Director James W. Zug               For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVOCENT CORPORATION

Ticker:       AVCT           Security ID:  053893103
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. McAleer        For       For        Management
1.2   Elect  Director David P. Vieau            For       For        Management
1.3   Elect  Director Doyle C. Weeks            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BEA SYSTEMS, INC.

Ticker:       BEAS           Security ID:  73325102
Meeting Date: JUL 11, 2003   Meeting Type: Annual
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. Coleman III     For       For        Management
1.2   Elect Director Dale Crandall              For       For        Management
1.3   Elect Director William H. Janeway         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BIOGEN IDEC INC

Ticker:       DSPG           Security ID:  449370105
Meeting Date: NOV 12, 2003   Meeting Type: Special
Record Date:  SEP 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

BIOMET, INC.

Ticker:       BMET           Security ID:  90613100
Meeting Date: SEP 27, 2003   Meeting Type: Annual
Record Date:  AUG 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry L. Ferguson          For       For        Management
1.2   Elect Director Daniel P. Hann             For       For        Management
1.3   Elect Director Thomas F. Kearns, Jr.      For       For        Management
1.4   Elect Director Dane A. Miller, Ph.D.      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BURLINGTON RESOURCES INC.

Ticker:       BR             Security ID:  122014103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara T. Alexander      For       For        Management
1.2   Elect  Director Reuben V. Anderson        For       For        Management
1.3   Elect  Director Laird I. Grant            For       For        Management
1.4   Elect  Director Robert J. Harding         For       For        Management
1.5   Elect  Director John T. LaMacchia         For       For        Management
1.6   Elect  Director Randy L. Limbacher        For       For        Management
1.7   Elect  Director James F. McDonald         For       For        Management
1.8   Elect  Director Kenneth W. Orce           For       Withhold   Management
1.9   Elect  Director Donald M. Roberts         For       For        Management
1.10  Elect  Director James A. Runde            For       For        Management
1.11  Elect  Director John F. Schwarz           For       For        Management
1.12  Elect  Director Walter Scott, Jr.         For       Withhold   Management
1.13  Elect  Director Bobby S. Shackouls        For       For        Management
1.14  Elect  Director Steven J. Shapiro         For       For        Management
1.15  Elect  Director William E. Wade, Jr.      For       For        Management
2     Approve Increase in Common Stock and a    For       For        Management
      Stock Split
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CABOT MICROELECTRONICS CORP.

Ticker:       CCMP           Security ID:  12709P103
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Juan Enriquez-Cabot       For       For        Management
1.2   Elect  Director H. Laurance Fuller        For       For        Management
2     Elect  Director William P. Noglows        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

CAREER EDUCATION CORP.

Ticker:       CECO           Security ID:  141665109
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas B. Lally           For       For        Management
1.2   Elect  Director John M. Larson            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAR 22, 2004   Meeting Type: Special
Record Date:  FEB 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Approve Issuance of Stock in Connection   For       For        Management
      with Merger Agreement
3     Increase Authorized Preferred Stock       For       Against    Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Allow Postponement or Adjournment of      For       Against    Management
      Special Meeting


- --------------------------------------------------------------------------------

CAREMARK RX, INC.

Ticker:       CMX            Security ID:  141705103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edwin M. Banks            For       For        Management
1.2   Elect  Director Colleen C. Welch, Ph.D.   For       For        Management
1.3   Elect  Director Roger L. Headrick         For       For        Management
1.4   Elect  Director Jean-Pierre Millon        For       For        Management


- --------------------------------------------------------------------------------

CEPHALON, INC.

Ticker:       CEPH           Security ID:  156708109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank Baldino, Jr., Ph.D. For       For        Management
1.2   Elect  Director William P. Egan           For       For        Management
1.3   Elect  Director Robert J. Feeney, Ph.D.   For       For        Management
1.4   Elect  Director Martyn D. Greenacre       For       Withhold   Management
1.5   Elect  Director Charles A. Sanders, M.D.  For       For        Management
1.6   Elect  Director Gail R. Wilensky, Ph.D.   For       For        Management
1.7   Elect  Director Dennis L. Winger          For       For        Management
1.8   Elect  Director Horst Witzel, Dr.-Ing.    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

CHEESECAKE FACTORY, INC., THE

Ticker:       CAKE           Security ID:  163072101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas L. Gregory         For       Withhold   Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


- --------------------------------------------------------------------------------

CHICO'S FAS, INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Helene B. Gralnick        For       Withhold   Management
1.2   Elect  Director Verna K. Gibson           For       For        Management
1.3   Elect  Director Betsy S. Atkins           For       For        Management
1.4   Elect  Director Scott A. Edmonds          For       Withhold   Management
2     Change Range for Size of the Board        For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHRISTOPHER & BANKS CORP

Ticker:       CBK            Security ID:  171046105
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:  MAY 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Prange          For       For        Management
1.2   Elect Director James J. Fuld, Jr.         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

CINTAS CORP.

Ticker:       CTAS           Security ID:  172908105
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect Director Richard T. Farmer          For       For        Management
2.2   Elect Director Robert J. Kohlhepp         For       For        Management
2.3   Elect Director Scott D. Farmer            For       For        Management
2.4   Elect Director Paul R. Carter             For       For        Management
2.5   Elect Director Gerald V. Dirvin           For       For        Management
2.6   Elect Director Robert J. Herbold          For       For        Management
2.7   Elect Director Roger L. Howe              For       For        Management
2.8   Elect Director David C. Phillips          For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Expense Stock Options                     Against   Against    Shareholder
5     Establish a Nominating Committee of       Against   For        Shareholder
      Independent Directors
6     Require Majority of Independent Directors Against   For        Shareholder
      on Board
7     Report on Code of Conduct                 Against   Against    Shareholder


- --------------------------------------------------------------------------------

COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph Ellis               For       For        Management
1.2   Elect Director Lew Frankfort              For       For        Management
1.3   Elect Director Sally Frame Kasaks         For       For        Management
1.4   Elect Director Gary Loveman               For       For        Management
1.5   Elect Director Irene Miller               For       For        Management
1.6   Elect Director Keith Monda                For       For        Management
1.7   Elect Director Michael Murphy             For       For        Management


- --------------------------------------------------------------------------------

COX RADIO, INC.

Ticker:       CXR            Security ID:  224051102
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Juanita P. Baranco        For       For        Management
1.2   Elect  Director G. Dennis Berry           For       Withhold   Management
1.3   Elect  Director Richard A. Ferguson       For       Withhold   Management
1.4   Elect  Director Paul M. Hughes            For       For        Management
1.5   Elect  Director James C. Kennedy          For       Withhold   Management
1.6   Elect  Director Marc W. Morgan            For       Withhold   Management
1.7   Elect  Director Robert F. Neil            For       Withhold   Management
1.8   Elect  Director Nicholas D. Trigony       For       Withhold   Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

CREE, INC.

Ticker:       CREE           Security ID:  225447101
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Neal Hunter             For       For        Management
1.2   Elect Director Charles M. Swoboda         For       For        Management
1.3   Elect Director John W. Palmour, Ph.D.     For       For        Management
1.4   Elect Director Dolph W. von Arx           For       Withhold   Management
1.5   Elect Director James E. Dykes             For       Withhold   Management
1.6   Elect Director William J. O'Meara         For       Withhold   Management
1.7   Elect Director Robert J. Potter, Ph.D.    For       Withhold   Management


- --------------------------------------------------------------------------------

CYTYC CORPORATION

Ticker:       CYTC           Security ID:  232946103
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Walter E. Boomer          For       For        Management
1.2   Elect  Director Daniel J. Levangie        For       For        Management
1.3   Elect  Director Joseph B. Martin, M.D.,   For       For        Management
      Ph.D.
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DOLLAR TREE STORES, INC.

Ticker:       DLTR           Security ID:  256747106
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change Range for Size of the Board        For       For        Management
2.1   Elect  Director H. Ray Compton            For       For        Management
2.2   Elect  Director John F. Megrue            For       For        Management
2.3   Elect  Director Alan L. Wurtzel           For       For        Management
2.4   Elect  Director Bob Sasser                For       For        Management
2.5   Elect  Director Thomas E. Whiddon         For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

FASTENAL CO.

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Kierlin         For       Withhold   Management
1.2   Elect  Director Stephen M. Slaggie        For       Withhold   Management
1.3   Elect  Director Michael M. Gostomski      For       For        Management
1.4   Elect  Director John D. Remick            For       For        Management
1.5   Elect  Director Henry K. McConnon         For       For        Management
1.6   Elect  Director Robert A. Hansen          For       For        Management
1.7   Elect  Director Willard D. Oberton        For       Withhold   Management
1.8   Elect  Director Michael J. Dolan          For       For        Management
1.9   Elect  Director Reyne K. Wisecup          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: APR 6, 2004    Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director K.R. Jensen                For       For        Management
1.2   Elect Director K.M. Robak                 For       For        Management
1.3   Elect Director T.C. Wertheimer            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Solomon             For       Withhold   Management
1.2   Elect Director William J. Candee, III     For       For        Management
1.3   Elect Director George S. Cohan            For       For        Management
1.4   Elect Director Dan L. Goldwasser          For       For        Management
1.5   Elect Director Lester B. Salans, M.D.     For       For        Management
1.6   Elect Director Kenneth E. Goodman         For       Withhold   Management
1.7   Elect Director Phillip M. Satow           For       Withhold   Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GENTEX CORP.

Ticker:       GNTX           Security ID:  371901109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Mulder               For       For        Management
1.2   Elect  Director Frederick Sotok           For       For        Management
1.3   Elect  Director Wallace Tsuha             For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Berg                 For       For        Management
1.2   Elect  Director Etienne F. Davignon       For       For        Management
1.3   Elect  Director James M. Denny            For       For        Management
1.4   Elect  Director John C. Martin            For       For        Management
1.5   Elect  Director Gordon E. Moore           For       For        Management
1.6   Elect  Director Nicholas G. Moore         For       For        Management
1.7   Elect  Director George P. Shultz          For       For        Management
1.8   Elect  Director Gayle E. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

HUGHES SUPPLY, INC.

Ticker:       HUG            Security ID:  444482103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Baker II          For       For        Management
1.2   Elect  Director Dale E. Jones             For       For        Management
1.3   Elect  Director William P. Kennedy        For       For        Management
1.4   Elect  Director Patrick J. Knipe          For       For        Management
2     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

INTEGRATED CIRCUIT SYSTEMS, INC.

Ticker:       ICST           Security ID:  45811K208
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hock E. Tan                For       Withhold   Management
1.2   Elect Director Nam P. Suh, Ph.D.          For       For        Management


- --------------------------------------------------------------------------------

INTEGRATED DEVICE TECHNOLOGY, INC.

Ticker:       IDTI           Security ID:  458118106
Meeting Date: SEP 12, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory S. Lang            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: JAN 26, 2004   Meeting Type: Special
Record Date:  DEC 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 24, 2003   Meeting Type: Annual
Record Date:  SEP 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James D. Plummer           For       For        Management
1.2   Elect Director Minoru Matsuda             For       For        Management
1.3   Elect Director Robert S. Attiyeh          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory L. Williams       For       For        Management
1.2   Elect  Director Richard M. Beyer          For       For        Management
1.3   Elect  Director Dr. Robert W. Conn        For       For        Management
1.4   Elect  Director James V. Diller           For       For        Management
1.5   Elect  Director Gary E. Gist              For       For        Management
1.6   Elect  Director Jan Peeters               For       For        Management
1.7   Elect  Director Robert N. Pokelwaldt      For       For        Management
1.8   Elect  Director James A. Urry             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

INVACARE CORP.

Ticker:       IVC            Security ID:  461203101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerald B. Blouch          For       For        Management
1.2   Elect  Director John R. Kasich            For       For        Management
1.3   Elect  Director Dan T. Moore, III         For       For        Management
1.4   Elect  Director Joseph B. Richey, II      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INVERESK RESEARCH GROUP, INC

Ticker:       IRGI           Security ID:  461238107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Henderson         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 13, 2004   Meeting Type: Annual
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William D. Morean          For       For        Management
1.2   Elect Director Thomas A. Sansone          For       For        Management
1.3   Elect Director Timothy L. Main            For       For        Management
1.4   Elect Director Lawrence J. Murphy         For       For        Management
1.5   Elect Director Mel S. Lavitt              For       For        Management
1.6   Elect Director Steven A. Raymund          For       For        Management
1.7   Elect Director Frank A. Newman            For       For        Management
1.8   Elect Director Laurence S. Grafstein      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LENNAR CORP.

Ticker:       LEN            Security ID:  526057104
Meeting Date: MAR 30, 2004   Meeting Type: Annual
Record Date:  FEB 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Irving Bolotin            For       Withhold   Management
1.2   Elect  Director R. Kirk Landon            For       For        Management
1.3   Elect  Director Donna E. Shalala          For       For        Management
2     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

MANPOWER INC.

Ticker:       MAN            Security ID:  56418H100
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephanie A. Burns        For       For        Management
1.2   Elect  Director Willie D. Davis           For       For        Management
1.3   Elect  Director Jack M. Greenberg         For       For        Management
1.4   Elect  Director Terry A. Hueneke          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: DEC 10, 2003   Meeting Type: Special
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       Against    Management
2     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Amnon Landan              For       For        Management
1.2   Elect  Director Igal Kohavi               For       For        Management
1.3   Elect  Director Clyde Ostler              For       For        Management
1.4   Elect  Director Yair Shamir               For       For        Management
1.5   Elect  Director Giora Yaron               For       For        Management
1.6   Elect  Director Anthony Zingale           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MICHAELS STORES, INC.

Ticker:       MIK            Security ID:  594087108
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles J. Wyly, Jr.      For       For        Management
1.2   Elect  Director Sam Wyly                  For       For        Management
1.3   Elect  Director Richard E. Hanlon         For       For        Management
1.4   Elect  Director Richard C. Marcus         For       For        Management
1.5   Elect  Director Liz Minyard               For       For        Management
1.6   Elect  Director Cece Smith                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

MICROCHIP TECHNOLOGY, INC.

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 15, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steve Sanghi               For       For        Management
1.2   Elect Director Albert J. Hugo-Martinez    For       For        Management
1.3   Elect Director L.B. Day                   For       For        Management
1.4   Elect Director Matthew W. Chapman         For       For        Management
1.5   Elect Director Wade F. Meyercord          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

MID ATLANTIC MEDICAL SERVICES, INC.

Ticker:       MME            Security ID:  59523C107
Meeting Date: FEB 10, 2004   Meeting Type: Special
Record Date:  JAN 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

NATIONAL COMMERCE FINANCIAL CORPORATION

Ticker:       NCF            Security ID:  63545P104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Blake P. Garrett, Jr.     For       For        Management
1.2   Elect  Director Thomas M. Garrott         For       For        Management
1.3   Elect  Director C. Dan Joyner             For       For        Management
1.4   Elect  Director W. Neely Mallory, Jr.     For       For        Management
1.5   Elect  Director Eric B. Munson            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: SEP 2, 2003    Meeting Type: Annual
Record Date:  JUL 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Sanjiv Ahuja               For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Michael R. Hallman         For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director Dr. Sachio Semmoto         For       For        Management
1.8   Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

NEUROCRINE BIOSCIENCES, INC.

Ticker:       NBIX           Security ID:  64125C109
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard F. Pops           For       For        Management
1.2   Elect  Director Stephen A. Sherwin, M.D.  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

NORTH FORK BANCORPORATION, INC.

Ticker:       NFB            Security ID:  659424105
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James F. Reeve            For       For        Management
1.2   Elect  Director George H. Rowsom          For       For        Management
1.3   Elect  Director Dr. Kurt R. Schmeller     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: JUL 10, 2003   Meeting Type: Annual
Record Date:  MAY 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tench Coxe                 For       For        Management
1.2   Elect Director Mark A. Stevens            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward L. Hutton          For       For        Management
1.2   Elect  Director Joel F. Gemunder          For       For        Management
1.3   Elect  Director Charles H. Erhart, Jr.    For       For        Management
1.4   Elect  Director David W. Froesel, Jr.     For       For        Management
1.5   Elect  Director Sandra E. Laney           For       For        Management
1.6   Elect  Director Andrea R. Lindell, DNSc,  For       For        Management
      RN
1.7   Elect  Director Sheldon Margen, M.D.      For       For        Management
1.8   Elect  Director John H. Timoney           For       For        Management
1.9   Elect  Director Amy Wallman               For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PATTERSON DENTAL CO.

Ticker:       PDCO           Security ID:  703412106
Meeting Date: SEP 8, 2003    Meeting Type: Annual
Record Date:  JUL 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harold C. Slavkin          For       For        Management
1.2   Elect Director James W. Wiltz             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

QLOGIC CORP.

Ticker:       QLGC           Security ID:  747277101
Meeting Date: AUG 26, 2003   Meeting Type: Annual
Record Date:  JUL 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H.K. Desai                 For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director James R. Fiebiger          For       For        Management
1.4   Elect Director Balakrishnan S. Iyer       For       For        Management
1.5   Elect Director Carol L. Miltner           For       For        Management
1.6   Elect Director George D. Wells            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SANDISK CORP.

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eli Harari                For       For        Management
1.2   Elect  Director Irwin Federman            For       For        Management
1.3   Elect  Director Judy Bruner               For       For        Management
1.4   Elect  Director Michael E. Marks          For       For        Management
1.5   Elect  Director James D. Meindl           For       For        Management
1.6   Elect  Director Alan F. Shugart           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack W. Schuler           For       For        Management
1.2   Elect  Director Mark C. Miller            For       For        Management
1.3   Elect  Director John P. Connaughton       For       For        Management
1.4   Elect  Director Rod F. Dammeyer           For       For        Management
1.5   Elect  Director Patrick F. Graham         For       For        Management
1.6   Elect  Director John Patience             For       For        Management
1.7   Elect  Director Thomas R. Reusche         For       For        Management
1.8   Elect  Director Peter Vardy               For       For        Management
1.9   Elect  Director L. John Wilkerson, Ph.D.  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Waste Incineration              Against   Against    Shareholder


- --------------------------------------------------------------------------------

SUNGARD DATA SYSTEMS INC.

Ticker:       SDS            Security ID:  867363103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory S. Bentley        For       Withhold   Management
1.2   Elect  Director Michael C. Brooks         For       For        Management
1.3   Elect  Director Cristobal Conde           For       For        Management
1.4   Elect  Director Ramon de Oliveira         For       For        Management
1.5   Elect  Director Henry C. Duques           For       For        Management
1.6   Elect  Director Albert A. Eisenstat       For       For        Management
1.7   Elect  Director Bernard Goldstein         For       For        Management
1.8   Elect  Director Janet Brutschea Haugen    For       For        Management
1.9   Elect  Director James L. Mann             For       For        Management
1.10  Elect  Director Malcolm I. Ruddock        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SURMODICS, INC.

Ticker:       SRDX           Security ID:  868873100
Meeting Date: JAN 26, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect Director John W. Benson             For       For        Management
2.2   Elect Director Gerald B. Fischer          For       For        Management
2.3   Elect Director Kendrick B. Melrose        For       For        Management


- --------------------------------------------------------------------------------

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Aart J. de Geus           For       For        Management
1.2   Elect  Director Andy D. Bryant            For       For        Management
1.3   Elect  Director Chi-Foon Chan             For       For        Management
1.4   Elect  Director Bruce R. Chizen           For       For        Management
1.5   Elect  Director Deborah A. Coleman        For       For        Management
1.6   Elect  Director A. Richard Newton         For       For        Management
1.7   Elect  Director Sasson Somekh             For       Withhold   Management
1.8   Elect  Director Roy Vallee                For       For        Management
1.9   Elect  Director Steven C. Walske          For       For        Management
2     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 8, 2004    Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward C. Bernard         For       For        Management
1.2   Elect  Director James T. Brady            For       For        Management
1.3   Elect  Director D. William J. Garrett     For       For        Management
1.4   Elect  Director Donald B. Hebb, Jr.       For       For        Management
1.5   Elect  Director James A.C. Kennedy        For       For        Management
1.6   Elect  Director James S. Riepe            For       For        Management
1.7   Elect  Director George A. Roche           For       For        Management
1.8   Elect  Director Brian C. Rogers           For       For        Management
1.9   Elect  Director Dr. Alfred Sommer         For       For        Management
1.10  Elect  Director Dwight S. Taylor          For       For        Management
1.11  Elect  Director Anne Marie Whittemore     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

TELEFLEX INC.

Ticker:       TFX            Security ID:  879369106
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patricia C. Barron        For       For        Management
1.2   Elect  Director Donald Beckman            For       Withhold   Management
1.3   Elect  Director James W. Zug              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UTSTARCOM, INC.

Ticker:       UTSI           Security ID:  918076100
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thomas J. Toy             For       For        Management
1.2   Elect  Director Ying Wu                   For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VALSPAR CORP., THE

Ticker:       VAL            Security ID:  920355104
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Gaillard       For       For        Management
1.2   Elect  Director Mae C. Jemison            For       For        Management
1.3   Elect  Director Gregory R. Palen          For       For        Management
1.4   Elect  Director Lawrence Perlman          For       For        Management
2     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VARCO INTERNATIONAL, INC.

Ticker:       VRC            Security ID:  922122106
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Greg L. Armstrong         For       For        Management
1.2   Elect  Director George S. Dotson          For       For        Management
1.3   Elect  Director Richard A. Kertson        For       Withhold   Management
1.4   Elect  Director John F. Lauletta          For       For        Management
1.5   Elect  Director Eric L. Mattson           For       For        Management
1.6   Elect  Director L.E. Simmons              For       For        Management
1.7   Elect  Director Jeffery A. Smisek         For       For        Management
1.8   Elect  Director Douglas E. Swanson        For       For        Management
1.9   Elect  Director James D. Woods            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VARIAN INC

Ticker:       VARI           Security ID:  922206107
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John G. McDonald           For       For        Management
1.2   Elect Director Wayne R. Moon              For       For        Management
2     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


- --------------------------------------------------------------------------------

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       For        Management
1.2   Elect Director Samuel Hellman             For       For        Management
1.3   Elect Director Terry R. Lautenbach        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


- --------------------------------------------------------------------------------

WILLIAMS-SONOMA, INC.

Ticker:       WSM            Security ID:  969904101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Howard Lester          For       For        Management
1.2   Elect  Director Edward A. Mueller         For       For        Management
1.3   Elect  Director Sanjiv Ahuja              For       For        Management
1.4   Elect  Director Adrian D.P. Bellamy       For       For        Management
1.5   Elect  Director Patrick J. Connolly       For       For        Management
1.6   Elect  Director Jeanne P. Jackson         For       For        Management
1.7   Elect  Director Michael R. Lynch          For       For        Management
1.8   Elect  Director Richard T. Robertson      For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

XTO ENERGY CORP

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phillip R. Kevil          For       Withhold   Management
1.2   Elect  Director Scott G. Sherman          For       For        Management
1.3   Elect  Director Bob R. Simpson            For       Withhold   Management
2     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

ZEBRA TECHNOLOGIES CORP.

Ticker:       ZBRA           Security ID:  989207105
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gerhard Cless             For       For        Management
1.2   Elect  Director Michael A. Smith          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Charter Language on Board Diversity Against   Against    Shareholder




======================= FIFTH THIRD MULTI CAP VALUE FUND =======================


3COM CORP.

Ticker:       COMS           Security ID:  885535104
Meeting Date: SEP 23, 2003   Meeting Type: Annual
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce L. Claflin           For       For        Management
1.2   Elect Director Paul G. Yovovich           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ADC TELECOMMUNICATIONS, INC.

Ticker:       ADCT           Security ID:  000886101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Annunziata         For       For        Management
1.2   Elect  Director John J. Boyle III         For       For        Management
1.3   Elect  Director Larry W. Wangberg         For       For        Management
1.4   Elect  Director Robert E. Switz           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AK STEEL HOLDING CORP.

Ticker:       AKS            Security ID:  001547108
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Abdoo          For       For        Management
1.2   Elect  Director Donald V. Fites           For       For        Management
1.3   Elect  Director Dr. Bonnie G. Hill        For       For        Management
1.4   Elect  Director Robert H. Jenkins         For       For        Management
1.5   Elect  Director Lawrence A. Leser         For       For        Management
1.6   Elect  Director Daniel J. Meyer           For       For        Management
1.7   Elect  Director Shirley D. Peterson       For       For        Management
1.8   Elect  Director Dr. James A. Thomson      For       For        Management
1.9   Elect  Director James L. Wainscott        For       For        Management


- --------------------------------------------------------------------------------

AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E. R. Brooks              For       For        Management
1.2   Elect  Director Donald M. Carlton         For       For        Management
1.3   Elect  Director John P. DesBarres         For       For        Management
1.4   Elect  Director Robert W. Fri             For       For        Management
1.5   Elect  Director William R. Howell         For       For        Management
1.6   Elect  Director Lester A. Hudson, Jr.     For       For        Management
1.7   Elect  Director Leonard J. Kujawa         For       For        Management
1.8   Elect  Director Michael G. Morris         For       For        Management
1.9   Elect  Director Richard L. Sandor         For       For        Management
1.10  Elect  Director Donald G. Smith           For       For        Management
1.11  Elect  Director Kathryn D. Sullivan       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
4     Submit Executive Pension Benefit to Vote  Against   For        Shareholder
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Establish Term Limits for Directors       Against   Against    Shareholder


- --------------------------------------------------------------------------------

AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel F. Akerson         For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director William G. Bowen          For       For        Management
1.4   Elect  Director Ursula M. Burns           For       For        Management
1.5   Elect  Director Kenneth I. Chenault       For       For        Management
1.6   Elect  Director Peter R. Dolan            For       For        Management
1.7   Elect  Director Vernon E. Jordan, Jr.     For       For        Management
1.8   Elect  Director Jan Leschly               For       For        Management
1.9   Elect  Director Richard A. McGinn         For       For        Management
1.10  Elect  Director Edward D. Miller          For       For        Management
1.11  Elect  Director Frank P. Popoff           For       For        Management
1.12  Elect  Director Robert D. Walter          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

AMERICAN POWER CONVERSION CORP.

Ticker:       APCC           Security ID:  029066107
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Rodger B. Dowdell, Jr.    For       Withhold   Management
2.2   Elect  Director Emanuel E. Landsman       For       Withhold   Management
2.3   Elect  Director Neil E. Rasmussen         For       Withhold   Management
2.4   Elect  Director Ervin F. Lyon             For       Withhold   Management
2.5   Elect  Director James D. Gerson           For       For        Management
2.6   Elect  Director John G. Kassakian         For       For        Management
2.7   Elect  Director John F. Keane, Sr.        For       For        Management
2.8   Elect  Director Ellen B. Richstone        For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  03074K100
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Peter Ricketts         For       Withhold   Management
1.2   Elect  Director C. Kevin Landry           For       For        Management
1.3   Elect  Director Mark L. Mitchell          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Larry Barcus              For       For        Management
1.2   Elect  Director James L. Bryan            For       For        Management
1.3   Elect  Director James T. Hackett          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Greenhouse Gas Emissions        Against   For        Shareholder


- --------------------------------------------------------------------------------

ANDREW CORP.

Ticker:       ANDW           Security ID:  034425108
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John G. Bollinger, Ph.D.   For       For        Management
1.2   Elect Director Philip Wm. Colburn         For       For        Management
1.3   Elect Director Thomas A. Donahoe          For       For        Management
1.4   Elect Director Ralph E. Faison            For       For        Management
1.5   Elect Director Jere D. Fluno              For       For        Management
1.6   Elect Director William O. Hunt            For       For        Management
1.7   Elect Director Charles R. Nicholas        For       For        Management
1.8   Elect Director Robert G. Paul             For       For        Management
1.9   Elect Director Gerald A. Poch             For       For        Management
1.10  Elect Director Glen O. Toney, Ph.D.       For       For        Management
1.11  Elect Director Dennis L. Whipple          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANDREW CORP.

Ticker:       ANDW           Security ID:  34425108
Meeting Date: JUL 15, 2003   Meeting Type: Special
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Authorize New Class of Preferred Stock    For       For        Management
3     Approve Increase in Size of Board         For       For        Management
4     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick G. Ryan           For       For        Management
1.2   Elect  Director Edgar D. Jannotta         For       Withhold   Management
1.3   Elect  Director Jan Kalff                 For       Withhold   Management
1.4   Elect  Director Lester B. Knight          For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
1.6   Elect  Director R. Eden Martin            For       For        Management
1.7   Elect  Director Andrew J. McKenna         For       For        Management
1.8   Elect  Director Robert S. Morrison        For       For        Management
1.9   Elect  Director Richard C. Notebaert      For       For        Management
1.10  Elect  Director Michael D. O'Halleran     For       For        Management
1.11  Elect  Director John W. Rogers, Jr.       For       For        Management
1.12  Elect  Director Gloria Santona            For       For        Management
1.13  Elect  Director Carolyn Y. Woo            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: DEC 18, 2003   Meeting Type: Special
Record Date:  OCT 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene C. Fiedorek        For       For        Management
1.2   Elect  Director Patricia Albjerg Graham   For       For        Management
1.3   Elect  Director F. H. Merelli             For       Withhold   Management
1.4   Elect  Director Raymond Plank             For       For        Management
2     Report on Greenhouse Gas Emissions        Against   For        Shareholder


- --------------------------------------------------------------------------------

APPLE COMPUTER, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William V. Campbell       For       For        Management
1.2   Elect  Director Millard S. Drexler        For       For        Management
1.3   Elect  Director Albert A. Gore, Jr.       For       For        Management
1.4   Elect  Director Steven P. Jobs            For       For        Management
1.5   Elect  Director Arthur D. Levinson        For       For        Management
1.6   Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

APPLERA CORP

Ticker:       ABI            Security ID:  38020202
Meeting Date: OCT 16, 2003   Meeting Type: Annual
Record Date:  AUG 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Ayers           For       For        Management
1.2   Elect Director Jean-Luc Belingard         For       For        Management
1.3   Elect Director Robert H. Hayes            For       For        Management
1.4   Elect Director Arnold J. Levine           For       Withhold   Management
1.5   Elect Director William H. Longfield       For       For        Management
1.6   Elect Director Theodore E. Martin         For       For        Management
1.7   Elect Director Carolyn W. Slayman         For       For        Management
1.8   Elect Director Orin R. Smith              For       For        Management
1.9   Elect Director James R. Tobin             For       For        Management
1.10  Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  39483102
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Allen Andreas           For       For        Management
1.2   Elect Director Mollie Hale Carter         For       For        Management
1.3   Elect Director Roger S. Joslin            For       For        Management
1.4   Elect Director D.J. Mimran                For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director M. Brian Mulroney          For       For        Management
1.7   Elect Director J. K. Vanier               For       For        Management
1.8   Elect Director O. G. Webb                 For       For        Management
1.9   Elect Director Kelvin R. Westbrook        For       For        Management


- --------------------------------------------------------------------------------

AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors William F. Aldinger      For       For        Management
1.2   Elect  Directors Kenneth T. Derr          For       For        Management
1.3   Elect  Directors David W. Dorman          For       For        Management
1.4   Elect  Directors M. Kathryn Eickhoff      For       For        Management
1.5   Elect  Directors Herbet L. Henkel         For       For        Management
1.6   Elect  Directors Frank C. Herringer       For       For        Management
1.7   Elect  Directors Shirley Ann Jackson      For       For        Management
1.8   Elect  Directors Jon C. Madonna           For       For        Management
1.9   Elect  Directors Donald F. McHenry        For       For        Management
1.10  Elect  Directors Tony L. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

AT&T WIRELESS SERVICES, INC.

Ticker:       AWE            Security ID:  00209A106
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Nobuharu Ono              For       For        Management
2.2   Elect  Director Carolyn M. Ticknor        For       For        Management
2.3   Elect  Director John D. Zeglis            For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


- --------------------------------------------------------------------------------

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Henry P. Becton, Jr.       For       For        Management
1.2   Elect Director Edward F. DeGraan          For       For        Management
1.3   Elect Director James F. Orr               For       For        Management
1.4   Elect Director Margaretha af Ugglas       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 1, 2004    Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       Withhold   Management
1.2   Elect Director Charles T. Munger          For       Withhold   Management
1.3   Elect Director Susan T. Buffett           For       Withhold   Management
1.4   Elect Director Howard G. Buffett          For       Withhold   Management
1.5   Elect Director Malcolm G. Chace           For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       Withhold   Management
1.11  Elect Director Walter Scott, Jr.          For       Withhold   Management
2     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

BIG LOTS INC.

Ticker:       BLI            Security ID:  089302103
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert J. Bell            For       For        Management
1.2   Elect  Director Sheldon M. Berman         For       For        Management
1.3   Elect  Director David T. Kollat           For       For        Management
1.4   Elect  Director Brenda J. Lauderback      For       For        Management
1.5   Elect  Director Philip E. Mallott         For       For        Management
1.6   Elect  Director Ned Mansour               For       For        Management
1.7   Elect  Director Michael J. Potter         For       For        Management
1.8   Elect  Director Russell Solt              For       For        Management
1.9   Elect  Director Dennis B. Tishkoff        For       For        Management


- --------------------------------------------------------------------------------

BOB EVANS FARMS, INC.

Ticker:       BOBE           Security ID:  96761101
Meeting Date: SEP 8, 2003    Meeting Type: Annual
Record Date:  JUL 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Larry C. Corbin            For       For        Management
1.2   Elect Director Stewart K. Owens           For       For        Management
1.3   Elect Director Robert E.H. Rabold         For       Withhold   Management


- --------------------------------------------------------------------------------

BORG-WARNER, INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jere A. Drummond          For       For        Management
1.2   Elect  Director Timothy M. Manganello     For       For        Management
1.3   Elect  Director Ernest J. Novak, Jr.      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Increase Authorized Common Stock          For       Against    Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter R. Dolan            For       For        Management
1.2   Elect  Director Louis V. Gerstner, Jr.    For       For        Management
1.3   Elect  Director Leif Johansson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
4     Cease Political Contributions/Activities  Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors


- --------------------------------------------------------------------------------

BRUNSWICK CORP.

Ticker:       BC             Security ID:  117043109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nolan D. Archibald        For       For        Management
1.2   Elect  Director Jeffrey L. Bleustein      For       For        Management
1.3   Elect  Director Graham H. Phillips        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  127209302
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINANCIAL STATEMENTS                      For       For        Management
2     DECLARATION OF FINAL DIVIDEND 2003        For       For        Management
3     DIRECTORS  REMUNERATION REPORT            For       For        Management
4.1   Elect  Director John Sunderland           For       For        Management
4.2   Elect  Director Ken Hanna                 For       For        Management
4.3   Elect  Director Rick Braddock             For       For        Management
4.4   Elect  Director Roger Carr                For       For        Management
4.5   Elect  Director David Thompson            For       For        Management
5     Ratify Auditors                           For       For        Management
6     REMUNERATION OF AUDITORS                  For       For        Management
7     AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
8     AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS  For       For        Management
9     AUTHORITY TO PURCHASE OWN ORDINARY SHARES For       For        Management
10    AMEND RULES OF THE SHARE OPTION PLAN 1994 For       For        Management
11    AMEND RULES OF THE 1997 LONG TERM         For       For        Management
      INCENTIVE PLAN
12    APPROVAL OF THE BONUS SHARE RETENTION     For       For        Management
      PLAN 2004
13    AMEND RULES OF EIGHT NAMED SHARE          For       For        Management
      SCHEMES/PLANS
14    ESTABLISH FURTHER EMPLOYEE SHARE PLAN OR  For       For        Management
      PLANS


- --------------------------------------------------------------------------------

CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Micky Arison              For       For        Management
1.2   Elect  Director Amb Richard G. Capen Jr   For       For        Management
1.3   Elect  Director Robert H. Dickinson       For       For        Management
1.4   Elect  Director Arnold W. Donald          For       For        Management
1.5   Elect  Director Pier Luigi Foschi         For       For        Management
1.6   Elect  Director Howard S. Frank           For       For        Management
1.7   Elect  Director Baroness Hogg             For       For        Management
1.8   Elect  Director A. Kirk Lanterman         For       For        Management
1.9   Elect  Director Modesto A. Maidique       For       For        Management
1.10  Elect  Director John P. Mcnulty           For       For        Management
1.11  Elect  Director Peter Ratcliffe           For       For        Management
1.12  Elect  Director Sir John Parker           For       For        Management
1.13  Elect  Director Stuart Subotnick          For       For        Management
1.14  Elect  Director Uzi Zucker                For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE THE REMUNERATION OF
      THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL PERIOD
      ENDED NOVEMBER 30, 2003.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC
      SHARES.


- --------------------------------------------------------------------------------

CHARLES SCHWAB CORP., THE

Ticker:       SCH            Security ID:  808513105
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald G. Fisher          For       For        Management
1.2   Elect  Director Paula A. Sneed            For       For        Management
1.3   Elect  Director David B. Yoffie           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

CHEVRONTEXACO CORP.

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Samuel H. Armacost        For       For        Management
1.2   Elect  Director Robert E. Denham          For       For        Management
1.3   Elect  Director Robert J. Eaton           For       For        Management
1.4   Elect  Director Sam Ginn                  For       For        Management
1.5   Elect  Director Carla Anderson Hills      For       For        Management
1.6   Elect  Director Franklyn G. Jenifer       For       For        Management
1.7   Elect  Director J. Bennett Johnston       For       For        Management
1.8   Elect  Director Sam Nunn                  For       For        Management
1.9   Elect  Director David J. O'Reilly         For       For        Management
1.10  Elect  Director Peter J. Robertson        For       For        Management
1.11  Elect  Director Charles R. Shoemate       For       For        Management
1.12  Elect  Director Carl Ware                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Shareholder Rights Plan (Poison     For       For        Management
      Pill) Policy
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Require Affirmative Vote of a Majority of Against   Against    Shareholder
      the Shares to Elect Directors
8     Report on Health and Environmental        Against   Against    Shareholder
      Initiatives in Ecuador
9     Report on Renewable Energy                Against   Against    Shareholder


- --------------------------------------------------------------------------------

CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert H. Campbell        For       For        Management
1.2   Elect  Director Jane E. Henney, M.D.      For       For        Management
1.3   Elect  Director Charles R. Shoemate       For       For        Management
1.4   Elect  Director Louis W. Sullivan, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CINCINNATI FINANCIAL CORP.

Ticker:       CINF           Security ID:  172062101
Meeting Date: APR 24, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael Brown             For       For        Management
1.2   Elect  Director Dirk J. Debbink           For       For        Management
1.3   Elect  Director Robert C. Schiff          For       For        Management
1.4   Elect  Director John M. Shepherd          For       For        Management
1.5   Elect  Director Douglas S. Skidmore       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COHERENT, INC.

Ticker:       COHR           Security ID:  192479103
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bernard J. Couillaud      For       Withhold   Management
1.2   Elect  Director Henry E. Gauthier         For       Withhold   Management
1.3   Elect  Director John R. Ambroseo          For       Withhold   Management
1.4   Elect  Director Charles W. Cantoni        For       For        Management
1.5   Elect  Director John H. Hart              For       For        Management
1.6   Elect  Director Robert J. Quillinan       For       Withhold   Management
1.7   Elect  Director Lawrence Tomlinson        For       For        Management
1.8   Elect  Director Frank P. Carrubba         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kobi Alexander             For       For        Management
1.2   Elect Director Raz Alon                   For       For        Management
1.3   Elect Director Itsik Danziger             For       For        Management
1.4   Elect Director John H. Friedman           For       For        Management
1.5   Elect Director Ron Hiram                  For       For        Management
1.6   Elect Director Sam Oolie                  For       For        Management
1.7   Elect Director William F. Sorin           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862402
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kobi Alexander            For       For        Management
1.2   Elect  Director Raz Alon                  For       For        Management
1.3   Elect  Director Itsik Danziger            For       For        Management
1.4   Elect  Director John H. Friedman          For       For        Management
1.5   Elect  Director Ron Hiram                 For       For        Management
1.6   Elect  Director Sam Oolie                 For       For        Management
1.7   Elect  Director William F. Sorin          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  JUL 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David H. Batchelder        For       For        Management
1.2   Elect Director Robert A. Krane            For       For        Management
1.3   Elect Director Mark H. Rauenhorst         For       For        Management
1.4   Elect Director Bruce Rohde                For       For        Management
2     Ratify Auditors                           For       For        Management
4     Genetically Modified Organisms (GMO)      Against   Against    Shareholder
5     Modify Current and Future Stock Option    Against   Against    Shareholder
      Plans
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Boren            For       For        Management
1.2   Elect  Director James E. Copeland, Jr.    For       For        Management
1.3   Elect  Director Kenneth M. Duberstein     For       For        Management
1.4   Elect  Director Ruth R. Harkin            For       For        Management
1.5   Elect  Director William R. Rhodes         For       For        Management
1.6   Elect  Director J. Stapleton Roy          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Report on Drilling in the Arctic National Against   Against    Shareholder
      Wildlife Refuge


- --------------------------------------------------------------------------------

CREE, INC.

Ticker:       CREE           Security ID:  225447101
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Neal Hunter             For       For        Management
1.2   Elect Director Charles M. Swoboda         For       For        Management
1.3   Elect Director John W. Palmour, Ph.D.     For       For        Management
1.4   Elect Director Dolph W. von Arx           For       Withhold   Management
1.5   Elect Director James E. Dykes             For       Withhold   Management
1.6   Elect Director William J. O'Meara         For       Withhold   Management
1.7   Elect Director Robert J. Potter, Ph.D.    For       Withhold   Management


- --------------------------------------------------------------------------------

CSX CORP.

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.E. Bailey               For       For        Management
1.2   Elect  Director R.L. Burrus, Jr.          For       For        Management
1.3   Elect  Director E.J. Kelly, III           For       For        Management
1.4   Elect  Director R.D. Kunisch              For       For        Management
1.5   Elect  Director S.J. Morcott              For       For        Management
1.6   Elect  Director D.M. Ratcliffe            For       For        Management
1.7   Elect  Director C.E. Rice                 For       For        Management
1.8   Elect  Director W.C. Richardson           For       For        Management
1.9   Elect  Director F.S. Royal, M.D.          For       For        Management
1.10  Elect  Director D.J. Shepard              For       For        Management
1.11  Elect  Director M.J. Ward                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Limit Awards to Executives                Against   For        Shareholder


- --------------------------------------------------------------------------------

CUBIC CORP.

Ticker:       CUB            Security ID:  229669106
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter J. Zable            For       For        Management
1.2   Elect Director Walter C. Zable            For       Withhold   Management
1.3   Elect Director William W. Boyle           For       For        Management
1.4   Elect Director Dr. Richard C. Atkinson    For       Withhold   Management
1.5   Elect Director Raymond L. deKozan         For       For        Management
1.6   Elect Director Robert T. Monagan          For       For        Management
1.7   Elect Director Raymond E. Peet            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Don Cornwell           For       For        Management
1.2   Elect  Director Thomas P. Gerrity         For       For        Management
1.3   Elect  Director Stanley P. Goldstein      For       For        Management
1.4   Elect  Director Marian L. Heard           For       For        Management
1.5   Elect  Director William H. Joyce          For       For        Management
1.6   Elect  Director Terry R. Lautenbach       For       For        Management
1.7   Elect  Director Terrence Murray           For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Thomas M. Ryan            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

DIEBOLD, INC.

Ticker:       DBD            Security ID:  253651103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis V. Bockius III      For       For        Management
1.2   Elect  Director Christopher M. Connor     For       For        Management
1.3   Elect  Director Richard L. Crandall       For       For        Management
1.4   Elect  Director Eric C. Evans             For       For        Management
1.5   Elect  Director Gale S. Fitzgerald        For       For        Management
1.6   Elect  Director Phillip B. Lassiter       For       For        Management
1.7   Elect  Director John N. Lauer             For       For        Management
1.8   Elect  Director William F. Massy          For       For        Management
1.9   Elect  Director Walden W. O'Dell          For       For        Management
1.10  Elect  Director Eric J. Roorda            For       For        Management
1.11  Elect  Director W. R. Timken, Jr.         For       For        Management
1.12  Elect  Director Henry D. G. Wallace       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Susan B. Allen            For       For        Management
1.2   Elect  Director Peter W. Brown            For       For        Management
1.3   Elect  Director Ronald J. Calise          For       For        Management
1.4   Elect  Director Thos. E. Capps            For       For        Management
1.5   Elect  Director George A. Davidson, Jr.   For       For        Management
1.6   Elect  Director John W. Harris            For       For        Management
1.7   Elect  Director Robert S. Jepson, Jr.     For       For        Management
1.8   Elect  Director Benjamin J. Lambert, III  For       For        Management
1.9   Elect  Director Richard L. Leatherwood    For       For        Management
1.10  Elect  Director Margaret A. McKenna       For       For        Management
1.11  Elect  Director Kenneth A. Randall        For       For        Management
1.12  Elect  Director Frank S. Royal            For       For        Management
1.13  Elect  Director S. Dallas Simmons         For       For        Management
1.14  Elect  Director Robert H. Spilman         For       For        Management
1.15  Elect  Director David A. Wollard          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Executive Compensation to Vote     Against   Against    Shareholder


- --------------------------------------------------------------------------------

DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul M. Anderson          For       For        Management
1.2   Elect  Director Ann M. Gray               For       For        Management
1.3   Elect  Director Michael E.J. Phelps       For       Withhold   Management
1.4   Elect  Director James T. Rhodes           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

E*TRADE GROUP, INC.

Ticker:       ET             Security ID:  269246104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald D. Fisher          For       For        Management
1.2   Elect  Director George A. Hayter          For       For        Management
1.3   Elect  Director Donna L. Weaver           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

FLORIDA EAST COAST INDUSTRIES, INC.

Ticker:       FLA            Security ID:  340632108
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Anestis         For       For        Management
1.2   Elect  Director Robert D. Fagan           For       For        Management
1.3   Elect  Director David M. Foster           For       For        Management
1.4   Elect  Director Allen C. Harper           For       For        Management
1.5   Elect  Director Adolfo Henriques          For       For        Management
1.6   Elect  Director James E. Jordan           For       For        Management
1.7   Elect  Director Gilbert H. Lamphere       For       For        Management
1.8   Elect  Director John S. Lord              For       For        Management
1.9   Elect  Director Joseph Nemec              For       For        Management
1.10  Elect  Director Herbert H. Peyton         For       For        Management
1.11  Elect  Director James J. Pieczynski       For       For        Management
1.12  Elect  Director W. L. Thornton            For       Withhold   Management


- --------------------------------------------------------------------------------

FOOT LOCKER INC

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Preston          For       For        Management
1.2   Elect  Director Matthew D. Serra          For       For        Management
1.3   Elect  Director Christopher A. Sinclair   For       For        Management
1.4   Elect  Director Dona D. Young             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FURNITURE BRANDS INTERNATIONAL, INC.

Ticker:       FBN            Security ID:  360921100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director K.B. Bell                 For       For        Management
1.2   Elect  Director J.T. Foy                  For       For        Management
1.3   Elect  Director W.G. Holliman             For       For        Management
1.4   Elect  Director J.R. Jordan, Jr.          For       For        Management
1.5   Elect  Director D.E. Lasater              For       For        Management
1.6   Elect  Director L.M. Liberman             For       For        Management
1.7   Elect  Director R.B. Loynd                For       For        Management
1.8   Elect  Director B.L. Martin               For       For        Management
1.9   Elect  Director A.B. Patterson            For       For        Management
1.10  Elect  Director A.E. Suter                For       For        Management


- --------------------------------------------------------------------------------

GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicholas D. Chabraja      For       For        Management
1.2   Elect  Director James S. Crown            For       For        Management
1.3   Elect  Director Lester Crown              For       For        Management
1.4   Elect  Director William P. Fricks         For       For        Management
1.5   Elect  Director Charles H. Goodman        For       For        Management
1.6   Elect  Director Jay L. Johnson            For       For        Management
1.7   Elect  Director George A. Joulwan         For       For        Management
1.8   Elect  Director Paul G. Kaminski          For       For        Management
1.9   Elect  Director John M. Keane             For       For        Management
1.10  Elect  Director Lester L. Lyles           For       For        Management
1.11  Elect  Director Carl E. Mundy, Jr.        For       For        Management
1.12  Elect  Director Robert Walmsley           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
4     Report on Foreign Military Sales          Against   Against    Shareholder


- --------------------------------------------------------------------------------

GLOBAL INDUSTRIES, LTD.

Ticker:       GLBL           Security ID:  379336100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Dore           For       For        Management
1.2   Elect  Director James C. Day              For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director Edgar G. Hotard           For       For        Management
1.5   Elect  Director Richard A. Pattarozz      For       For        Management
1.6   Elect  Director James L. Payne            For       For        Management
1.7   Elect  Director Michael J. Pollock        For       Withhold   Management

1.8   Elect  Director Luis K. Tellez            For       For        Management


- --------------------------------------------------------------------------------

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Diane C. Creel            For       For        Management
1.2   Elect  Director George A. Davidson, Jr.   For       For        Management
1.3   Elect  Director Harris E. DeLoach, Jr.    For       For        Management
1.4   Elect  Director James J. Glasser          For       For        Management
1.5   Elect  Director James W. Griffith         For       For        Management
1.6   Elect  Director William R. Holland        For       For        Management
1.7   Elect  Director Marshall O. Larsen        For       For        Management
1.8   Elect  Director Douglas E. Olesen         For       For        Management
1.9   Elect  Director Alfred M. Rankin, Jr.     For       For        Management
1.10  Elect  Director James R. Wilson           For       For        Management
1.11  Elect  Director A. Thomas Young           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GOODYEAR TIRE & RUBBER CO., THE

Ticker:       GT             Security ID:  382550101
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Keegan          For       For        Management
1.2   Elect  Director Rodney O'Neal             For       For        Management
1.3   Elect  Director Shirley D. Peterson       For       For        Management
1.4   Elect  Director John G. Breen             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

HARRIS CORP.

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:  AUG 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph L. Dionne           For       For        Management
1.2   Elect Director David B. Rickard           For       For        Management
1.3   Elect Director Gregory T. Swienton        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HCA, INC.

Ticker:       HCA            Security ID:  404119109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Magdalena H. Averhoff,    For       For        Management
      M.D.
1.3   Elect  Director Jack O. Bovender, Jr.     For       For        Management
1.4   Elect  Director Richard M. Bracken        For       For        Management
1.5   Elect  Director Martin Feldstein          For       For        Management
1.6   Elect  Director Thomas F. Frist, Jr.,     For       For        Management
      M.D.
1.7   Elect  Director Frederick W. Gluck        For       For        Management
1.8   Elect  Director Glenda A. Hatchett        For       For        Management
1.9   Elect  Director Charles O. Holliday, Jr.  For       For        Management
1.10  Elect  Director T. Michael Long           For       For        Management
1.11  Elect  Director John H. McArthur          For       For        Management
1.12  Elect  Director Kent C. Nelson            For       For        Management
1.13  Elect  Director Frank S. Royal, M.D.      For       For        Management
1.14  Elect  Director Harold T. Shapiro         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Management Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       For        Management
1.2   Elect  Director P.C. Dunn                 For       For        Management
1.3   Elect  Director C.S. Fiorina              For       For        Management
1.4   Elect  Director R.A. Hackborn             For       For        Management
1.5   Elect  Director G.A. Keyworth II          For       For        Management
1.6   Elect  Director R.E. Knowling, Jr.        For       For        Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       For        Management
1.9   Elect  Director L.S. Salhany              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

HILLENBRAND INDUSTRIES, INC.

Ticker:       HB             Security ID:  431573104
Meeting Date: FEB 12, 2004   Meeting Type: Annual
Record Date:  DEC 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ray J. Hillenbrand as      For       Withhold   Management
      Class II Director
1.2   Elect Director Anne Griswold Peirce as    For       For        Management
      Class II Director
1.3   Elect Director Peter H. Soderberg as      For       For        Management
      Class II Director
2     Elect Director Joanne C. Smith as Class   For       For        Management
      III Director
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Robert L. Nardelli        For       For        Management
1.10  Elect  Director Roger S. Penske           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
7     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


- --------------------------------------------------------------------------------

HONDA MOTOR CO. LTD.

Ticker:       HMC            Security ID:  438128308
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  MAY 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PROPOSAL FOR APPROPRIATION OF For       For        Management
      RETAINED EARNINGS FOR THE 80TH FISCAL
      YEAR.
2     PARTIAL AMENDMENTS TO THE ARTICLES OF     For       For        Management
      INCORPORATION.
3.1   Elect  Director T. Fukui                  For       For        Management
3.2   Elect  Director K. Amemiya                For       For        Management
3.3   Elect  Director M. Hagino                 For       For        Management
3.4   Elect  Director M. Harada                 For       For        Management
3.5   Elect  Director M. Shiraishi              For       For        Management
3.6   Elect  Director S. Aoki                   For       For        Management
3.7   Elect  Director A. Hyogo                  For       For        Management
3.8   Elect  Director S. Dobashi                For       For        Management
3.9   Elect  Director S. Toshida                For       For        Management
3.10  Elect  Director K. Hirashima              For       For        Management
3.11  Elect  Director K. Kondo                  For       For        Management
3.12  Elect  Director Y. Ikenoya                For       For        Management
3.13  Elect  Director T. Onda                   For       For        Management
3.14  Elect  Director A. Takano                 For       For        Management
3.15  Elect  Director T. Ito                    For       For        Management
3.16  Elect  Director S. Kishi                  For       For        Management
3.17  Elect  Director H. Yoshino                For       For        Management
3.18  Elect  Director M. Yoshimi                For       For        Management
3.19  Elect  Director M. Kato                   For       For        Management
3.20  Elect  Director S. Takagi                 For       For        Management
3.21  Elect  Director H. Kuroda                 For       For        Management
3.22  Elect  Director A. Hamada                 For       For        Management
3.23  Elect  Director T. Kowashi                For       For        Management
3.24  Elect  Director T. Iwamura                For       For        Management
3.25  Elect  Director T. Yamamoto               For       For        Management
3.26  Elect  Director M. Takabayashi            For       For        Management
3.27  Elect  Director T. Oyamo                  For       For        Management
3.28  Elect  Director S. Kanazawa               For       For        Management
3.29  Elect  Director M. Nishimae               For       For        Management
3.30  Elect  Director F. Ike                    For       For        Management
3.31  Elect  Director M. Yamashita              For       For        Management
3.32  Elect  Director H. Kobayashi              For       For        Management
3.33  Elect  Director K. Sagawa*                For       For        Management
3.34  Elect  Director K. Iiyama*                For       For        Management
3.35  Elect  Director H. Oshima*                For       For        Management
3.36  Elect  Director S. Minekawa*              For       For        Management
4     ELECTION AS CORPORATE AUDITOR: KOJI       For       For        Management
      MIYAJIMA
5     ELECTION AS CORPORATE AUDITOR: HIROSHI    For       For        Management
      OKUBO
6     ELECTION AS CORPORATE AUDITOR: FUMIHIKO   For       For        Management
      SAITO
7     REVISION OF AMOUNT OF REMUNERATION        For       For        Management
      PAYABLE TO DIRECTORS.
8     PAYMENT OF BONUS TO DIRECTORS AND         For       For        Management
      CORPORATE AUDITORS FOR THE 80TH FISCAL
      YEAR.
9     PRESENTATION OF RETIREMENT ALLOWANCE TO   For       For        Management
      RETIRING DIRECTORS AND CORPORATE AUDITORS
      FOR THEIR RESPECTIVE SERVICES.


- --------------------------------------------------------------------------------

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Howard           For       Withhold   Management
1.2   Elect  Director Bruce Karatz              For       Withhold   Management
1.3   Elect  Director Russell E. Palmer         For       Withhold   Management
1.4   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.5   Elect  Director Eric K. Shinseki          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
5     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
6     Report on Pay Disparity                   Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

HORACE MANN EDUCATORS CORP.

Ticker:       HMN            Security ID:  440327104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William W. Abbott         For       For        Management
1.2   Elect  Director Mary H. Futrell           For       For        Management
1.3   Elect  Director Louis G. Lower II         For       For        Management
1.4   Elect  Director Joseph J. Melone          For       For        Management
1.5   Elect  Director Jeffrey L. Morby          For       For        Management
1.6   Elect  Director Shaun F. O'Malley         For       For        Management
1.7   Elect  Director Charles A. Parker         For       For        Management


- --------------------------------------------------------------------------------

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Jones            For       For        Management
1.2   Elect  Director David A. Jones, Jr.       For       For        Management
1.3   Elect  Director Frank A. D'Amelio         For       For        Management
1.4   Elect  Director Michael E. Gellert        For       For        Management
1.5   Elect  Director John R. Hall              For       For        Management
1.6   Elect  Director Kurt J. Hilzinger         For       For        Management
1.7   Elect  Director Michael B. McCallister    For       For        Management
1.8   Elect  Director W. Ann Reynolds, Ph.D.    For       For        Management


- --------------------------------------------------------------------------------

INDUSTRIAS BACHOCO S.A.

Ticker:                      Security ID:  456463108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DISCUSS, APPROVE OR AMEND THE REPORT OF   For       For        Management
      THE BOARD OF DIRECTORS OF THE COMPANY
      REQUIRED BY ARTICLE 172 OF THE GENERAL
      LAW OF COMMERCIAL CORPORATIONS,
      CONSIDERING THE REPORT OF THE STATUTORY
      AUDITOR AND THE REPORT OF THE AUDIT
      COMMITTEE, BOTH REPORTS WITH
2     PRESENTATION OF THE REPORT OF THE BOARD   For       For        Management
      OF DIRECTORS OF THE COMPANY REGARDING THE
      POLICIES OF THE COMPANY TO PURCHASE ITS
      OWN SHARES, AND PRESENTATION OF THE
      PROPOSAL OF THE MAXIMUM AMOUNT THAT THE
      COMPANY CAN ALLOCATE TO PURCHASE ITS OWN
      SHARES DURING 2
3     PRESENTATION AND, IN ITS CASE, APPROVAL   For       Against    Management
      OF THE PROPOSAL FOR PAYMENT OF DIVIDENDS
      IN CASH. RESOLUTIONS THEREOF.
4     Ratify Auditors                           For       For        Management
5     APPOINTMENT OR RATIFICATION OF THE        For       For        Management
      MEMBERS OF THE AUDIT COMMITTEE.
      RESOLUTIONS THEREOF.
6     DETERMINATION OF THE CORRESPONDING        For       For        Management
      REMUNERATION TO BE PAID TO THE MEMBERS OF
      THE BOARD OF DIRECTORS, SECRETARY,
      STATUTORY AUDITOR, AND THE AUDIT
      COMMITTEE. RESOLUTIONS THEREOF.
7     APPOINTMENT OF SPECIAL DELEGATES OF THE   For       For        Management
      COMPANY, IN ORDER TO ATTEND TO THE
      GENERAL SHAREHOLDERS  MEETINGS OF THE
      SUBSIDIARIES OF THE COMPANY, AND TO
      FORMALIZE THE RESOLUTIONS ADOPTED IN THIS
      MEETING. RESOLUTIONS THEREOF.


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   For        Shareholder


- --------------------------------------------------------------------------------

IONICS, INC.

Ticker:       ION            Security ID:  462218108
Meeting Date: FEB 11, 2004   Meeting Type: Special
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

IONICS, INC.

Ticker:       ION            Security ID:  462218108
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Brown          For       For        Management
1.2   Elect  Director William K. Reilly         For       For        Management
1.3   Elect  Director Robert H. Temkin          For       For        Management
1.4   Elect  Director Allen S. Wyett            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Colleen C. Barrett        For       For        Management
1.2   Elect  Director M.Anthony Burns           For       Withhold   Management
1.3   Elect  Director Maxine K. Clark           For       For        Management
1.4   Elect  Director Allen Questrom            For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JDS UNIPHASE CORP.

Ticker:       JDSU           Security ID:  46612J101
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Enos             For       For        Management
1.2   Elect Director Peter A. Guglielmi         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JOHN HANCOCK BANK & THRIFT OPPORTUNITY FUND

Ticker:       BTO            Security ID:  409735107
Meeting Date: MAR 18, 2004   Meeting Type: Annual
Record Date:  JAN 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patti Mcgill Peterson     For       For        Management
1.2   Elect  Director Steven R. Pruchansky      For       For        Management
1.3   Elect  Director Norman H. Smith           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Hans W. Becherer          For       For        Management
2.2   Elect  Director Frank A. Bennack, Jr.     For       For        Management
2.3   Elect  Director John H. Biggs             For       For        Management
2.4   Elect  Director Lawrence A. Bossidy       For       For        Management
2.5   Elect  Director Ellen V. Futter           For       For        Management
2.6   Elect  Director William H. Gray, III      For       For        Management
2.7   Elect  Director William B. Harrison, Jr   For       For        Management
2.8   Elect  Director Helene L. Kaplan          For       For        Management
2.9   Elect  Director Lee R. Raymond            For       For        Management
2.10  Elect  Director John R. Stafford          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Adjourn Meeting                           For       Against    Management
6     Establish Term Limits for Directors       Against   Against    Shareholder
7     Charitable Contributions                  Against   Against    Shareholder
8     Political Contributions                   Against   Against    Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Provide Adequate Disclosure for over the  Against   Against    Shareholder
      counter Derivatives
11    Auditor Independence                      Against   Against    Shareholder
12    Submit Non-Employee Director Compensation Against   Against    Shareholder
      to Vote
13    Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: JUN 25, 2004   Meeting Type: Special
Record Date:  MAY 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

KERR-MCGEE CORP.

Ticker:       KMG            Security ID:  492386107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William E. Bradford       For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director David C Genever-Watling   For       For        Management
1.4   Elect  Director Farah M. Walters          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establishment of an Office of the Board   Against   For        Shareholder
      of Directors


- --------------------------------------------------------------------------------

KEYCORP

Ticker:       KEY            Security ID:  493267108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander M. Cutler       For       For        Management
1.2   Elect  Director Douglas J. McGregor       For       For        Management
1.3   Elect  Director Eduardo R. Menasce        For       For        Management
1.4   Elect  Director Henry L. Meyer III        For       For        Management
1.5   Elect  Director Peter G. Ten Eyck, II     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       Withhold   Management
1.2   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.3   Elect  Director Linda Johnson Rice        For       Withhold   Management
1.4   Elect  Director Marc J. Shapiro           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

KING PHARMACEUTICALS INC.

Ticker:       KG             Security ID:  495582108
Meeting Date: NOV 4, 2003    Meeting Type: Annual
Record Date:  SEP 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Earnest W. Deavenport, Jr. For       For        Management
      as Class II Director
1.2   Elect Director Elizabeth M. Greetham as   For       For        Management
      Class II Director
1.3   Elect Director James R. Lattanzi as Class For       For        Management
      III Director
1.4   Elect Director Philip M. Pfeffer as Class For       For        Management
      II Director
1.5   Elect Director Ted G. Wood as Class I     For       For        Management
      Director
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Louis C. Camilleri        For       Withhold   Management
1.2   Elect  Director Roger K. Deromedi         For       Withhold   Management
1.3   Elect  Director Dinyar S. Devitre         For       Withhold   Management
1.4   Elect  Director W. James Farrell          For       For        Management
1.5   Elect  Director Betsy D. Holden           For       Withhold   Management
1.6   Elect  Director John C. Pope              For       For        Management
1.7   Elect  Director Mary L. Schapiro          For       For        Management
1.8   Elect  Director Charles R. Wall           For       Withhold   Management
1.9   Elect  Director Deborah C. Wright         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       Withhold   Management
1.2   Elect  Director Paul A. Gould             For       For        Management
1.3   Elect  Director John C. Malone            For       Withhold   Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LUCENT TECHNOLOGIES INC.

Ticker:       LU             Security ID:  549463107
Meeting Date: FEB 18, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karl J. Krapek             For       For        Management
1.2   Elect Director Patricia F. Russo          For       For        Management
1.3   Elect Director Henry B. Schacht           For       For        Management
1.4   Elect Director Franklin A. Thomas         For       For        Management
2     Declassify the Board of Directors and     For       For        Management
      Amend Director Removal Provision
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Approve Reverse Stock Split               For       For        Management
5     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
6     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles F. Bolden, Jr.    For       For        Management
1.2   Elect  Director Charles R. Lee            For       For        Management
1.3   Elect  Director Dennis H. Reilley         For       For        Management
1.4   Elect  Director Thomas J. Usher           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   For        Shareholder
4     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

MASCO CORP.

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter A. Dow              For       For        Management
1.2   Elect  Director Anthony F. Earley, Jr.    For       For        Management
1.3   Elect  Director Wayne B. Lyon             For       For        Management
1.4   Elect  Director David L. Johnston         For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MAY DEPARTMENT STORES CO., THE

Ticker:       MAY            Security ID:  577778103
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene S. Kahn            For       Withhold   Management
1.2   Elect  Director Helene L. Kaplan          For       Withhold   Management
1.3   Elect Director  James M. Kilts            For       Withhold   Management
1.4   Elect Director Russell E. Palmer          For       Withhold   Management
1.5   Elect Director William P. Stiritz         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       For        Management
1.2   Elect  Director Walter E. Massey          For       For        Management
1.3   Elect  Director John W. Rogers, Jr.       For       For        Management
1.4   Elect  Director Anne-Marie Slaughter      For       For        Management
1.5   Elect  Director Roger W. Stone            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


- --------------------------------------------------------------------------------

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter C. Wendell          For       For        Management
1.2   Elect  Director William G. Bowen          For       For        Management
1.3   Elect  Director William M. Daley          For       For        Management
1.4   Elect  Director Thomas E. Shenk           For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Prohibit Awards to Executives             Against   Against    Shareholder
5     Develop Ethical Criteria for Patent       Against   Against    Shareholder
      Extension
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political Contributions         Against   Against    Shareholder
8     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

MILLENNIUM PHARMACEUTICALS, INC.

Ticker:       MLNM           Security ID:  599902103
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles J. Homcy, M.D.    For       For        Management
1.2   Elect  Director Raju S. Kucherlapati,     For       For        Management
      Ph.D.
1.3   Elect  Director Eric S. Lander, Ph.D.     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       For        Management
1.2   Elect  Director H. Laurence Fuller        For       For        Management
1.3   Elect  Director Judy Lewent               For       For        Management
1.4   Elect  Director Walter Massey             For       For        Management
1.5   Elect  Director Nicholas Negroponte       For       For        Management
1.6   Elect  Director Indra Nooyi               For       For        Management
1.7   Elect  Director John Pepper, Jr.          For       For        Management
1.8   Elect  Director Samuel Scott III          For       For        Management
1.9   Elect  Director Douglas Warner III        For       For        Management
1.10  Elect  Director John White                For       For        Management
1.11  Elect  Director Mike Zafirovski           For       For        Management
2     Limit Executive Compensation              Against   Against    Shareholder
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

NATUZZI SPA (FORMERLY INDUSTRIE NATUZZI SPA)

Ticker:       NTZ            Security ID:  63905A101
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Accept Financial Statements and Statutory For       For        Management
      Reports of the Subsidiary Style & Comfort
      Srl
3     Elect Directors and Approve Remuneration  For       For        Management
      of Directors
4     Appoint Internal Statutory Auditors and   For       For        Management
      Chairman; Approve Remuneration of
      Auditors
5     Elect External Auditors and Fix           For       For        Management
      Remuneration of Auditors
6     Approve Dividend Distribution of EUR 0.14 For       For        Management
      per ADR


- --------------------------------------------------------------------------------

NEIMAN MARCUS GROUP, INC.                               , THE

Ticker:       NMG.A          Security ID:  640204202
Meeting Date: JAN 16, 2004   Meeting Type: Annual
Record Date:  NOV 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard A. Smith           For       For        Management
1.2   Elect Director Robert A. Smith            For       For        Management
1.3   Elect Director Paula Stern                For       For        Management
1.4   Elect Director Gary L. Countryman         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

NEWELL RUBBERMAID INC.

Ticker:       NWL            Security ID:  651229106
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Scott S. Cowen            For       For        Management
1.2   Elect  Director Cynthia A. Montgomery     For       For        Management
1.3   Elect  Director Allan P. Newell           For       For        Management
1.4   Elect  Director Gordon R. Sullivan        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert Aiello             For       For        Management
1.2   Elect  Director Fred Corrado              For       For        Management
1.3   Elect  Director Richard L. Crandall       For       For        Management
1.4   Elect  Director Wayne Mackie              For       For        Management
1.5   Elect  Director Claudia B. Malone         For       For        Management
1.6   Elect  Director Jack L. Messman           For       For        Management
1.7   Elect  Director Richard L. Nolan          For       For        Management
1.8   Elect  Director Thomas G. Plaskett        For       For        Management
1.9   Elect  Director John W. Poduska, Sr.      For       For        Management
1.10  Elect  Director James D. Robinson, III    For       For        Management
1.11  Elect  Director Kathy Brittain White      For       For        Management
2     Expense Stock Options                     Against   For        Shareholder
3     Performance-Based/Indexed Options         Against   For        Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


- --------------------------------------------------------------------------------

ORTHODONTIC CENTERS OF AMERICA, INC.

Ticker:       OCA            Security ID:  68750P103
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D J L Buchman, Dmd, Ms    For       Withhold   Management
1.2   Elect  Director Kevin M. Dolan            For       For        Management
1.3   Elect  Director Linda C. Girard           For       For        Management
1.4   Elect  Director David W. Vignes           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PALL CORP.

Ticker:       PLL            Security ID:  696429307
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Carroll, Jr.     For       For        Management
1.2   Elect Director Eric Krasnoff              For       For        Management
1.3   Elect Director Dr. Edward L. Snyder       For       For        Management
1.4   Elect Director Dr. James D. Watson        For       For        Management
1.5   Elect Director Marcus Wilson              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

PAYLESS SHOESOURCE, INC.

Ticker:       PSS            Security ID:  704379106
Meeting Date: MAY 27, 2004   Meeting Type: Proxy Contest
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel Boggan Jr.         For       For        Management
1.2   Elect  Director Michael E. Murphy         For       For        Management
1.3   Elect  Director Robert C. Wheeler         For       For        Management
2     Ratify Auditors                           For       For        Management
1.1   Elect Director James A. Mitarotonda       Against   None       Management
1.2   Elect Director William J. Fox             Against   None       Management
1.3   Elect Director Harold D. Kahn             Against   None       Management
2     Ratify Auditors                           For       None       Management


- --------------------------------------------------------------------------------

PEPCO HOLDINGS, INC.

Ticker:       POM            Security ID:  713291102
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jack B. Dunn, IV          For       For        Management
1.2   Elect  Director Richard B. McGlynn        For       For        Management
1.3   Elect  Director Peter F. O'Malley         For       For        Management
1.4   Elect  Director Frank K. Ross             For       For        Management
1.5   Elect  Director William T. Torgerson      For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

PIER 1 IMPORTS, INC

Ticker:       PIR            Security ID:  720279108
Meeting Date: JUN 25, 2004   Meeting Type: Annual
Record Date:  MAY 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marvin J. Girouard        For       For        Management
1.2   Elect  Director James M. Hoak, Jr.        For       For        Management
1.3   Elect  Director Tom M. Thomas             For       For        Management
1.4   Elect  Director John H. Burgoyne          For       For        Management
1.5   Elect  Director Michael R. Ferrari        For       For        Management
1.6   Elect  Director Karen W. Katz             For       For        Management
1.7   Elect  Director Terry E. London           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

PLUM CREEK TIMBER COMPANY, INC.

Ticker:       PCL            Security ID:  729251108
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rick R. Holley            For       For        Management
1.2   Elect  Director Ian B. Davidson           For       For        Management
1.3   Elect  Director Robin Josephs             For       For        Management
1.4   Elect  Director David D. Leland           For       Withhold   Management
1.5   Elect  Director John G. McDonald          For       For        Management
1.6   Elect  Director Hamid R. Moghadam         For       For        Management
1.7   Elect  Director John H. Scully            For       For        Management
1.8   Elect  Director Stephen C. Tobias         For       For        Management
1.9   Elect  Director Carl B. Webb              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Endorse CERES Principles                  Against   Against    Shareholder


- --------------------------------------------------------------------------------

PRIME HOSPITALITY CORP.

Ticker:       PDQ            Security ID:  741917108
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard M. Lorber          For       For        Management
1.2   Elect  Director Richard Szymanski         For       For        Management


- --------------------------------------------------------------------------------

ROYAL DUTCH PETROLEUM CO.

Ticker:       RPETY          Security ID:  780257804
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:  MAY 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINALIZATION OF THE BALANCE SHEET AS AT   For       For        Management
      DECEMBER 31, 2003, THE PROFIT AND LOSS
      ACCOUNT FOR THE YEAR 2003 AND THE NOTES
      TO THE BALANCE SHEET AND THE PROFIT AND
      LOSS ACCOUNT.
2     DECLARATION OF THE TOTAL DIVIDEND FOR THE For       For        Management
      YEAR 2003.
3     DISCHARGE OF THE MANAGING DIRECTORS OF    For       Against    Management
      RESPONSIBILITY IN RESPECT OF THEIR
      MANAGEMENT FOR THE YEAR 2003.
4     DISCHARGE OF THE MEMBERS OF THE           For       Against    Management
      SUPERVISORY BOARD OF RESPONSIBILITY FOR
      THEIR SUPERVISION FOR THE YEAR 2003.
5     APPOINTMENT OF MS. L.Z. COOK AS A         For       For        Management
      MANAGING DIRECTOR OF THE COMPANY.*
6     APPOINTMENT OF MRS. CH. MORIN-POSTEL AS A For       For        Management
      MEMBER OF THE SUPERVISORY BOARD.*
7     APPOINTMENT OF MR. M.A. VAN DEN BERGH AS  For       For        Management
      A MEMBER OF THE SUPERVISORY BOARD OWING
      TO RETIREMENT BY ROTATION.*
8     REDUCTION OF THE ISSUED SHARE CAPITAL     For       For        Management
      WITH A VIEW TO CANCELLA- TION OF THE
      SHARES ACQUIRED BY THE COMPANY IN ITS OWN
      CAPITAL.
9     AUTHORIZATION OF THE BOARD OF MANAGEMENT, For       For        Management
      PURSUANT TO ARTICLE 98, BOOK 2 OF THE
      NETHERLANDS CIVIL CODE, AS THE COMPETENT
      BODY TO ACQUIRE SHARES IN THE CAPITAL OF
      THE COMPANY.


- --------------------------------------------------------------------------------

SAKS INCORPORATED

Ticker:       SKS            Security ID:  79377W108
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanton J. Bluestone      For       Withhold   Management
1.2   Elect  Director Robert B. Carter          For       For        Management
1.3   Elect  Director Julius W. Erving          For       Withhold   Management
1.4   Elect  Director Donald E. Hess            For       Withhold   Management
1.5   Elect  Director George L. Jones           For       Withhold   Management
1.6   Elect  Director Stephen I. Sadove         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Provide for Cumulative Voting             Against   For        Shareholder


- --------------------------------------------------------------------------------

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       For        Management
1.2   Elect  Director Philip Leder, M.D.        For       For        Management
1.3   Elect  Director Eugene R. McGrath         For       For        Management
1.4   Elect  Director Richard de J. Osborne     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


- --------------------------------------------------------------------------------

SCIENTIFIC-ATLANTA, INC.

Ticker:       SFA            Security ID:  808655104
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marion H. Antonini         For       For        Management
1.2   Elect Director David J. McLaughlin        For       For        Management
1.3   Elect Director James V. Napier            For       Withhold   Management
1.4   Elect Director Sam Nunn                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

SNAP-ON INCORPORATED

Ticker:       SNA            Security ID:  833034101
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Fiedler           For       For        Management
1.2   Elect  Director W. Dudley Lehman          For       For        Management
1.3   Elect  Director Frank S. Ptak             For       For        Management
1.4   Elect  Director Edward H. Rensi           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STANLEY WORKS, THE

Ticker:       SWK            Security ID:  854616109
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John G. Breen             For       For        Management
1.2   Elect  Director Virgis W. Colbert         For       For        Management
1.3   Elect  Director John F. Lundgren          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

SUN MICROSYSTEMS, INC.

Ticker:       SUNW           Security ID:  866810104
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott G. McNealy           For       For        Management
1.2   Elect Director James L. Barksdale         For       For        Management
1.3   Elect Director L. John Doerr              For       For        Management
1.4   Elect Director Robert J. Fisher           For       For        Management
1.5   Elect Director Michael E. Lehman          For       For        Management
1.6   Elect Director Robert L. Long             For       For        Management
1.7   Elect Director M. Kenneth Oshman          For       For        Management
1.8   Elect Director Naomi O. Seligman          For       For        Management
1.9   Elect Director Lynn E. Turner             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement China Principles                Against   Against    Shareholder


- --------------------------------------------------------------------------------

SUPERVALU INC.

Ticker:       SVU            Security ID:  868536103
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles M. Lillis          For       For        Management
1.2   Elect Director Jeffrey Noodle             For       For        Management
1.3   Elect Director Steven S. Rogers           For       For        Management
1.4   Elect Director Ronald E. Daly             For       For        Management
1.5   Elect Director Marissa Peterson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


- --------------------------------------------------------------------------------

THOMAS & BETTS CORP.

Ticker:       TNB            Security ID:  884315102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.H. Drew                 For       For        Management
1.2   Elect  Director T.K. Dunnigan             For       For        Management
1.3   Elect  Director J.K. Hauswald             For       For        Management
1.4   Elect  Director D. Jernigan               For       For        Management
1.5   Elect  Director R.B. Kalich Sr.           For       For        Management
1.6   Elect  Director R.A. Kenkel               For       For        Management
1.7   Elect  Director K.R. Masterson            For       For        Management
1.8   Elect  Director D.J. Pileggi              For       For        Management
1.9   Elect  Director J.P. Richard              For       For        Management
1.10  Elect  Director J.L. Stead                For       For        Management
1.11  Elect  Director D.D. Stevens              For       For        Management
1.12  Elect  Director W.H. Waltrip              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

TORO COMPANY, THE

Ticker:       TTC            Security ID:  891092108
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  JAN 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Buhrmaster      For       For        Management
1.2   Elect  Director Winslow H. Buxton         For       For        Management
1.3   Elect  Director Robert H. Nassau          For       For        Management
1.4   Elect  Director Christopher A. Twomey     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert L. Long            For       For        Management
1.2   Elect  Director Martin B. Mcnamara        For       For        Management
1.3   Elect  Director Robert M. Sprague         For       For        Management
1.4   Elect  Director J. Michael Talbert        For       For        Management
2     APPROVAL OF THE AMENDMENT OF OUR          For       For        Management
      LONG-TERM INCENTIVE PLAN AS DESCRIBED IN
      THE PROXY STATEMENT.
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TRIZEC PROPERTIES, INC.

Ticker:       TRZ            Security ID:  89687P107
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter Munk                For       For        Management
1.2   Elect  Director Timothy Callahan          For       For        Management
1.3   Elect  Director L. Jay Cross              For       For        Management
1.4   Elect  Director Brian Mulroney            For       For        Management
1.5   Elect  Director James O'Connor            For       For        Management
1.6   Elect  Director Glenn Rufrano             For       For        Management
1.7   Elect  Director Richard Thomson           For       For        Management
1.8   Elect  Director Polyvios Vintiadis        For       For        Management
1.9   Elect  Director Stephen Volk              For       For        Management
1.10  Elect  Director Casey Wold                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles                            For       Against    Management


- --------------------------------------------------------------------------------

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victoria Buyniski         For       Withhold   Management
      Gluckman
1.2   Elect  Director Arthur D. Collins, Jr.    For       Withhold   Management
1.3   Elect  Director Jerry W. Levin            For       Withhold   Management
1.4   Elect  Director Thomas E. Petry           For       Withhold   Management
1.5   Elect  Director Richard G. Reiten         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Submit Executive Compensation to Vote     Against   For        Shareholder
5     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter


- --------------------------------------------------------------------------------

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: APR 16, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.F. Anschutz             For       For        Management
1.2   Elect  Director R.K. Davidson             For       For        Management
1.3   Elect  Director T.J. Donohue              For       For        Management
1.4   Elect  Director A.W. Dunham               For       For        Management
1.5   Elect  Director S.F. Eccles               For       For        Management
1.6   Elect  Director I.J. Evans                For       For        Management
1.7   Elect  Director J.R. Hope                 For       For        Management
1.8   Elect  Director M.W. Mcconnell            For       For        Management
1.9   Elect  Director S.R. Rogel                For       For        Management
1.10  Elect  Director E. Zedillo                For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       For        Management
1.2   Elect  Director Richard L. Carrion        For       For        Management
1.3   Elect  Director Robert W. Lane            For       For        Management
1.4   Elect  Director Sandra O. Moose           For       For        Management
1.5   Elect  Director Joseph Neubauer           For       For        Management
1.6   Elect  Director Thomas H. O'Brien         For       For        Management
1.7   Elect  Director Hugh B. Price             For       For        Management
1.8   Elect  Director Ivan G. Seidenberg        For       For        Management
1.9   Elect  Director Walter V. Shipley         For       For        Management
1.10  Elect  Director John R. Stafford          For       For        Management
1.11  Elect  Director Robert D. Storey          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Against    Shareholder


- --------------------------------------------------------------------------------

VISHAY INTERTECHNOLOGY, INC.

Ticker:       VSH            Security ID:  928298108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. Felix Zandman         For       Withhold   Management
1.2   Elect  Director Philippe Gazeau           For       Withhold   Management
1.3   Elect  Director Zvi Grinfas               For       For        Management
1.4   Elect  Director Dr. Gerald Paul           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Restricted Stock Plan             For       For        Management


- --------------------------------------------------------------------------------

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 3, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John E. Bryson            For       For        Management
1.2   Elect  Director John S. Chen              For       For        Management
1.3   Elect  Director Michael D. Eisner         For       Withhold   Management
1.4   Elect  Director Judith L. Estrin          For       For        Management
1.5   Elect  Director Robert A. Iger            For       For        Management
1.6   Elect  Director Aylwin B. Lewis           For       For        Management
1.7   Elect  Director Monica C. Lozano          For       For        Management
1.8   Elect  Director Robert W. Matschullat     For       For        Management
1.9   Elect  Director George J. Mitchell        For       For        Management
1.10  Elect  Director Leo J. O'Donovan, S.J.    For       For        Management
1.11  Elect  Director Gary L. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     China Principles                          Against   Against    Shareholder
4     Report on Supplier Labor Standards in     Against   For        Shareholder
      China
5     Report on Amusement Park Safety           Against   Against    Shareholder


- --------------------------------------------------------------------------------

WATERS CORP.

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joshua Bekenstein         For       For        Management
1.2   Elect  Director M.J. Berendt, Ph.D.       For       For        Management
1.3   Elect  Director Douglas A. Berthiaume     For       For        Management
1.4   Elect  Director Philip Caldwell           For       For        Management
1.5   Elect  Director Edward Conard             For       Withhold   Management
1.6   Elect  Director L.H. Glimcher, M.D.       For       For        Management
1.7   Elect  Director William J. Miller         For       For        Management
1.8   Elect  Director Thomas P. Salice          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

WHIRLPOOL CORP.

Ticker:       WHR            Security ID:  963320106
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Allan D. Gilmour          For       For        Management
1.2   Elect  Director Michael F. Johnston       For       For        Management
1.3   Elect  Director Janice D. Stoney          For       For        Management
1.4   Elect  Director David R. Whitwam          For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


- --------------------------------------------------------------------------------

WINN-DIXIE STORES, INC.

Ticker:       WIN            Security ID:  974280109
Meeting Date: OCT 8, 2003    Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tillie K. Fowler as Class  For       For        Management
      II Director
1.2   Elect Director Frank Lazaran as Class II  For       For        Management
      Director
1.3   Elect Director Edward W. Mehrer, Jr. as   For       For        Management
      Class II Director
1.4   Elect Director Ronald Townsend as Class   For       For        Management
      II Director
1.5   Elect Director John E. Anderson as Class  For       For        Management
      III Director
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management




======================= FIFTH THIRD MUNICIPAL BOND FUND ========================


TAX-FREE INVESTMENTS CO.

Ticker:                      Security ID:  876935404
Meeting Date: OCT 21, 2003   Meeting Type: Special
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Directors                           For       For        Management
2     Approve Conversion to Series of Delaware  For       For        Management
      Statutory Trust




=================== FIFTH THIRD MUNICIPAL MONEY MARKET FUND ====================




===================== FIFTH THIRD OHIO MUNICIPAL BOND FUND =====================




===================== FIFTH THIRD PRIME MONEY MARKET FUND ======================




======================= FIFTH THIRD QUALITY GROWTH FUND ========================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Withhold   Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director W. James McNerney, Jr.    For       Withhold   Management
1.4   Elect  Director Kevin W. Sharer           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M. Bernard Aidinoff       For       For        Management
1.2   Elect  Director Pei-Yuan Chia             For       For        Management
1.3   Elect  Director Marshall A. Cohen         For       For        Management
1.4   Elect  Director Willaim S. Cohen          For       For        Management
1.5   Elect  Director Martin S. Feldstein       For       For        Management
1.6   Elect  Director Ellen V. Futter           For       For        Management
1.7   Elect  Director Maurice R. Greenberg      For       For        Management
1.8   Elect  Director Carla A. Hills            For       For        Management
1.9   Elect  Director Frank J. Hoenemeyer       For       For        Management
1.10  Elect  Director Richard C. Holbrooke      For       For        Management
1.11  Elect  Director Donald P. Kanak           For       For        Management
1.12  Elect  Director Howard I. Smith           For       For        Management
1.13  Elect  Director Martin J. Sullivan        For       For        Management
1.14  Elect  Director Edmund S.W. Tse           For       For        Management
1.15  Elect  Director Frank G. Zarb             For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Divest from Tobacco Equities              Against   Against    Shareholder
7     Link Executive Compensation to Predatory  Against   Against    Shareholder
      Lending


- --------------------------------------------------------------------------------

AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Jerry D. Choate           For       Withhold   Management
1.3   Elect  Director Frank C. Herringer        For       For        Management
1.4   Elect  Director Gilbert S. Omenn          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Prepare Glass Ceiling Report              Against   Against    Shareholder
4     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Change Company Name                       For       For        Management


- --------------------------------------------------------------------------------

ANTHEM INC.

Ticker:       ATH            Security ID:  03674B104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor S. Liss            For       For        Management
1.2   Elect  Director James W. McDowell, Jr.    For       For        Management
1.3   Elect  Director George A. Schaefer, Jr.   For       For        Management
1.4   Elect  Director Jackie M. Ward            For       For        Management


- --------------------------------------------------------------------------------

APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       For        Management
1.2   Elect  Director Nicholas M. Donofrio      For       For        Management
1.3   Elect  Director Alan R. Griffith          For       For        Management
1.4   Elect  Director Gerald L. Hassell         For       For        Management
1.5   Elect  Director Richard J. Kogan          For       For        Management
1.6   Elect  Director Michael J. Kowalski       For       For        Management
1.7   Elect  Director John A. Luke, Jr.         For       For        Management
1.8   Elect  Director John C. Malone            For       For        Management
1.9   Elect  Director Paul Myners, CBE          For       For        Management
1.10  Elect  Director Robert C. Pozen           For       For        Management
1.11  Elect  Director Catherine A. Rein         For       For        Management
1.12  Elect  Director Thomas A. Renyi           For       For        Management
1.13  Elect  Director William C. Richardson     For       For        Management
1.14  Elect  Director Brian L. Roberts          For       For        Management
1.15  Elect  Director Samuel C. Scott III       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Composition of Committee to         Against   Against    Shareholder
      Independent Directors
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

BEST BUY CO., INC.

Ticker:       BBY            Security ID:  086516101
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bradbury H. Anderson      For       For        Management
1.2   Elect  Director K.J. Higgins Victor       For       For        Management
1.3   Elect  Director Allen U. Lenzmeier        For       For        Management
1.4   Elect  Director Frank D. Trestman         For       For        Management
1.5   Elect  Director James C. Wetherbe         For       For        Management
1.6   Elect  Director Ronald James              For       For        Management
1.7   Elect  Director Matthew H. Paull          For       For        Management
1.8   Elect  Director Mary A. Tolan             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ursula M. Burns           For       For        Management
1.2   Elect  Director Marye Anne Fox            For       For        Management
1.3   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.4   Elect  Director John E. Pepper            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       For        Management
1.2   Elect  Director John Major                For       For        Management
1.3   Elect  Director Alan E. Ross              For       For        Management
1.4   Elect  Director Henry Samueli, Ph.D.      For       For        Management
1.5   Elect  Director Robert E. Switz           For       For        Management
1.6   Elect  Director Werner F. Wolfen          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dave Bing                  For       For        Management
1.2   Elect Director John F. Finn               For       For        Management
1.3   Elect Director John F. Havens             For       For        Management
1.4   Elect Director David W. Raisbeck          For       For        Management
1.5   Elect Director Robert D. Walter           For       For        Management


- --------------------------------------------------------------------------------

CINTAS CORP.

Ticker:       CTAS           Security ID:  172908105
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect Director Richard T. Farmer          For       For        Management
2.2   Elect Director Robert J. Kohlhepp         For       For        Management
2.3   Elect Director Scott D. Farmer            For       For        Management
2.4   Elect Director Paul R. Carter             For       For        Management
2.5   Elect Director Gerald V. Dirvin           For       For        Management
2.6   Elect Director Robert J. Herbold          For       For        Management
2.7   Elect Director Roger L. Howe              For       For        Management
2.8   Elect Director David C. Phillips          For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Expense Stock Options                     Against   Against    Shareholder
5     Establish a Nominating Committee of       Against   For        Shareholder
      Independent Directors
6     Require Majority of Independent Directors Against   For        Shareholder
      on Board
7     Report on Code of Conduct                 Against   Against    Shareholder


- --------------------------------------------------------------------------------

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director Larry R. Carter            For       For        Management
1.3   Elect Director John T. Chambers           For       For        Management
1.4   Elect Director Dr. James F. Gibbons       For       For        Management
1.5   Elect Director Dr. John L. Hennessy       For       For        Management
1.6   Elect Director Roderick C. McGeary        For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director John P. Morgridge          For       For        Management
1.9   Elect Director Donald T. Valentine        For       For        Management
1.10  Elect Director Steven M. West             For       For        Management
1.11  Elect Director Jerry Yang                 For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Company Products Used by the    Against   Against    Shareholder
      Government to Monitor the Internet
5     Report on Pay Disparity                   Against   Against    Shareholder


- --------------------------------------------------------------------------------

CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan D. Feld              For       Withhold   Management
1.2   Elect  Director Thomas O. Hicks           For       For        Management
1.3   Elect  Director Perry J. Lewis            For       For        Management
1.4   Elect  Director L. Lowry Mays             For       For        Management
1.5   Elect  Director Mark P. Mays              For       For        Management
1.6   Elect  Director Randall T. Mays           For       For        Management
1.7   Elect  Director B.J. Mccombs              For       For        Management
1.8   Elect  Director Phyllis B. Riggins        For       For        Management
1.9   Elect  Director Theordore H. Strauss      For       For        Management
1.10  Elect  Director J.C. Watts                For       For        Management
1.11  Elect  Director John H. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COX COMMUNICATIONS, INC.

Ticker:       COX            Security ID:  224044107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Dennis Berry           For       Withhold   Management
1.2   Elect  Director Janet M. Clarke           For       For        Management
1.3   Elect  Director James C. Kennedy          For       Withhold   Management
1.4   Elect  Director Robert C. O'Leary         For       Withhold   Management
1.5   Elect  Director James O. Robbins          For       Withhold   Management
1.6   Elect  Director Rodney W. Schrock         For       For        Management
1.7   Elect  Director Andrew J. Young           For       Withhold   Management
2     Approve Employee Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

EATON CORP.

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Critelli       For       For        Management
1.2   Elect  Director Ernie Green               For       For        Management
1.3   Elect  Director Kiran M. Patel            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 3, 2004    Meeting Type: Annual
Record Date:  NOV 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Fernandez G.            For       For        Management
1.2   Elect Director C.F. Knight                For       For        Management
1.3   Elect Director G.A. Lodge                 For       For        Management
1.4   Elect Director R.L. Ridgway               For       For        Management
1.5   Elect Director E.E. Whitacre, Jr.         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Boskin         For       For        Management
1.2   Elect  Director James R. Houghton         For       For        Management
1.3   Elect  Director William R. Howell         For       For        Management
1.4   Elect  Director Reatha Clark King         For       For        Management
1.5   Elect  Director Philip E. Lippincott      For       For        Management
1.6   Elect  Director Harry J. Longwell         For       For        Management
1.7   Elect  Director Henry A. McKinnell, Jr.   For       For        Management
1.8   Elect  Director Marilyn Carlson Nelson    For       For        Management
1.9   Elect  Director Lee R. Raymond            For       For        Management
1.10  Elect  Director Walter V. Shipley         For       For        Management
1.11  Elect  Director Rex W. Tillerson          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan
4     Affirm Political Nonpartisanship          Against   Against    Shareholder
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
6     Report on Equatorial Guinea               Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Against    Shareholder
      Race and Gender
10    Amend EEO Statement to Include Reference  Against   For        Shareholder
      to Sexual Orientation
11    Report on Climate Change Research         Against   Against    Shareholder


- --------------------------------------------------------------------------------

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director Dennis D. Dammerman       For       For        Management
1.3   Elect  Director Ann M. Fudge              For       For        Management
1.4   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.5   Elect  Director Jeffrey R. Immelt         For       For        Management
1.6   Elect  Director Andrea Jung               For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
7     Report on PCB Clean-up                    Against   Against    Shareholder
8     Report on Foreign Outsourcing             Against   Against    Shareholder
9     Prepare Sustainability Report             Against   Against    Shareholder
10    Limit Composition of Management           Against   Against    Shareholder
      Development and Compensation Committee to
      Independent Directors
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Limit Awards to Executives                Against   Against    Shareholder
13    Limit Board Service for Other Companies   Against   For        Shareholder
14    Separate Chairman and CEO Positions       Against   Against    Shareholder
15    Hire Advisor/Maximize Shareholder Value   Against   Against    Shareholder
16    Adopt a Retention Ratio for Executives    Against   Against    Shareholder
      and Directors
17    Require 70% to 80% Independent Board      Against   Against    Shareholder
18    Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Berg                 For       For        Management
1.2   Elect  Director Etienne F. Davignon       For       For        Management
1.3   Elect  Director James M. Denny            For       For        Management
1.4   Elect  Director John C. Martin            For       For        Management
1.5   Elect  Director Gordon E. Moore           For       For        Management
1.6   Elect  Director Nicholas G. Moore         For       For        Management
1.7   Elect  Director George P. Shultz          For       For        Management
1.8   Elect  Director Gayle E. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

HARLEY-DAVIDSON, INC.

Ticker:       HDI            Security ID:  412822108
Meeting Date: APR 24, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry K. Allen             For       For        Management
1.2   Elect Director Richard I. Beattie         For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HOME DEPOT, INC. (THE)

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gregory D. Brenneman      For       For        Management
1.2   Elect  Director Richard H. Brown          For       For        Management
1.3   Elect  Director John L. Clendenin         For       For        Management
1.4   Elect  Director Berry R. Cox              For       For        Management
1.5   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.6   Elect  Director Milledge A. Hart, III     For       For        Management
1.7   Elect  Director Bonnie G. Hill            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Robert L. Nardelli        For       For        Management
1.10  Elect  Director Roger S. Penske           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Performance- Based/Indexed Options        Against   For        Shareholder
6     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
7     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors


- --------------------------------------------------------------------------------

ILLINOIS TOOL WORKS INC.

Ticker:       ITW            Security ID:  452308109
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Aldinger       For       For        Management
1.2   Elect  Director Michael J. Birck          For       For        Management
1.3   Elect  Director Marvin D. Brailsford      For       For        Management
1.4   Elect  Director James R. Cantalupo        For       For        Management
1.5   Elect  Director Susan Crown               For       For        Management
1.6   Elect  Director Don H. Davis, Jr.         For       For        Management
1.7   Elect  Director W. James Farrell          For       For        Management
1.8   Elect  Director Robert C. McCormack       For       For        Management
1.9   Elect  Director Robert S. Morrison        For       For        Management
1.10  Elect  Director Harold B. Smith           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Barrett          For       For        Management
1.2   Elect  Director Charlene Barshefsky       For       For        Management
1.3   Elect  Director E. John P. Browne         For       For        Management
1.4   Elect  Director Andrew S. Grove           For       For        Management
1.5   Elect  Director D. James Guzy             For       Withhold   Management
1.6   Elect  Director Reed E. Hundt             For       For        Management
1.7   Elect  Director Paul S. Otellini          For       For        Management
1.8   Elect  Director David S. Pottruck         For       For        Management
1.9   Elect  Director Jane E. Shaw              For       For        Management
1.10  Elect  Director John L. Thornton          For       For        Management
1.11  Elect  Director David B. Yoffie           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit/Prohibit Awards to Executives       Against   For        Shareholder
6     Performance- Based/Indexed Options        Against   For        Shareholder


- --------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cathleen Black            For       For        Management
1.2   Elect  Director Kenneth I. Chenault       For       For        Management
1.3   Elect  Director Carlos Ghosn              For       For        Management
1.4   Elect  Director Nannerl O. Keohane        For       For        Management
1.5   Elect  Director Charles F. Knight         For       For        Management
1.6   Elect  Director Lucio A. Noto             For       For        Management
1.7   Elect  Director Samuel J. Palmisano       For       For        Management
1.8   Elect  Director John B. Slaughter         For       For        Management
1.9   Elect  Director Joan E. Spero             For       For        Management
1.10  Elect  Director Sidney Taurel             For       For        Management
1.11  Elect  Director Charles M. Vest           For       For        Management
1.12  Elect  Director Lorenzo H. Zambrano       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Ratify Auditors for the Company's         For       For        Management
      Business Consulting Services Unit
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Provide for Cumulative Voting             Against   For        Shareholder
6     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plans
7     Submit Executive Compensation to Vote     Against   For        Shareholder
8     Expense Stock Options                     Against   For        Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    China Principles                          Against   Against    Shareholder
11    Report on Political                       Against   Against    Shareholder
      Contributions/Activities
12    Report on Executive Compensation          Against   Against    Shareholder


- --------------------------------------------------------------------------------

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claude R. Canizares       For       For        Management
1.2   Elect  Director Thomas A. Corcoran        For       For        Management
1.3   Elect  Director Alan H. Washkowitz        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

LOWE

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Leonard L. Berry          For       For        Management
1.2   Elect  Director Paul Fulton               For       For        Management
1.3   Elect  Director Dawn E. Hudson            For       Withhold   Management
1.4   Elect  Director Marshall O. Larsen        For       For        Management
1.5   Elect  Director Robert A. Niblock         For       For        Management
1.6   Elect  Director Stephen F. Page           For       For        Management
1.7   Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.8   Elect  Director Robert L. Tillman         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       For        Management
1.2   Elect Director John F. Gifford            For       Withhold   Management
1.3   Elect Director B. Kipling Hagopian        For       For        Management
1.4   Elect Director M. D. Sampels              For       For        Management
1.5   Elect Director A. R. Frank Wazzan         For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 28, 2003   Meeting Type: Annual
Record Date:  JUL 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Gordon M. Sprenger         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jared L. Cohon            For       For        Management
1.2   Elect  Director Ira J. Gumberg            For       For        Management
1.3   Elect  Director Martin G. Mcguinn         For       For        Management
1.4   Elect  Director David S. Shapira          For       For        Management
1.5   Elect  Director John P. Surma             For       For        Management
1.6   Elect  Director Edward J. Mcaniff         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 11, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Gates, III      For       For        Management
1.2   Elect Director Steven A. Ballmer          For       For        Management
1.3   Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Ann McLaughlin Korologos   For       For        Management
1.6   Elect Director David F. Marquardt         For       For        Management
1.7   Elect Director Charles H. Noski           For       For        Management
1.8   Elect Director Dr. Helmut Panke           For       For        Management
1.9   Elect Director Wm. G. Reed, Jr.           For       For        Management
1.10  Elect Director Jon A. Shirley             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Refrain from Giving Charitable            Against   Against    Shareholder
      Contributions


- --------------------------------------------------------------------------------

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. Wayne Gittinger        For       For        Management
1.2   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.3   Elect  Director Jeanne P. Jackson         For       For        Management
1.4   Elect  Director Bruce A. Nordstrom        For       For        Management
1.5   Elect  Director John N. Nordstrom         For       For        Management
1.6   Elect  Director Alfred E. Osborne, Jr.,   For       For        Management
      Ph.D.
1.7   Elect  Director William D. Ruckelshaus    For       For        Management
1.8   Elect  Director Alison A. Winter          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NORTHERN TRUST CORP.

Ticker:       NTRS           Security ID:  665859104
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Duane L. Burnham          For       For        Management
1.2   Elect  Director Dolores E. Cross          For       For        Management
1.3   Elect  Director Susan Crown               For       For        Management
1.4   Elect  Director Robert S. Hamada          For       For        Management
1.5   Elect  Director Robert A. Helman          For       Withhold   Management
1.6   Elect  Director Dipak C. Jain             For       For        Management
1.7   Elect  Director Arthur L. Kelly           For       For        Management
1.8   Elect  Director Robert C. Mccormack       For       For        Management
1.9   Elect  Director Edward J. Mooney          For       For        Management
1.10  Elect  Director William A. Osborn         For       For        Management
1.11  Elect  Director John W. Rowe              For       For        Management
1.12  Elect  Director Harold B. Smith           For       For        Management
1.13  Elect  Director William D. Smithburg      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Wren              For       For        Management
1.2   Elect  Director Bruce Crawford            For       For        Management
1.3   Elect  Director Robert Charles Clark      For       For        Management
1.4   Elect  Director Leonard S. Coleman, Jr.   For       For        Management
1.5   Elect  Director Errol M. Cook             For       For        Management
1.6   Elect  Director Susan S. Denison          For       For        Management
1.7   Elect  Director Michael A. Henning        For       For        Management
1.8   Elect  Director John R. Murphy            For       For        Management
1.9   Elect  Director John R. Purcell           For       For        Management
1.10  Elect  Director Linda Johnson Rice        For       For        Management
1.11  Elect  Director Gary L. Roubos            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


- --------------------------------------------------------------------------------

PULTE HOMES INC.

Ticker:       PHM            Security ID:  745867101
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard J. Dugas, Jr.     For       For        Management
1.2   Elect  Director David N. McCammon         For       For        Management
1.3   Elect  Director William J. Pulte          For       For        Management
1.4   Elect  Director Francis J. Sehn           For       For        Management
1.5   Elect  Director Michael E. Rossi          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditor                            Against   For        Shareholder


- --------------------------------------------------------------------------------

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 4, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Don H. Davis, Jr.          For       For        Management
A.2   Elect Director William H. Gray, III       For       For        Management
A.3   Elect Director William T. McCormick, Jr.  For       For        Management
A.4   Elect Director Keith D. Nosbusch          For       For        Management
B     Ratify Auditors                           For       For        Management
C     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Deutch                 For       For        Management
1.2   Elect  Director J.S. Gorelick             For       For        Management
1.3   Elect  Director A. Gould                  For       For        Management
1.4   Elect  Director T. Isaac                  For       For        Management
1.5   Elect  Director A. Lajous                 For       For        Management
1.6   Elect  Director A. Levy-Lang              For       For        Management
1.7   Elect  Director D. Primat                 For       For        Management
1.8   Elect  Director T. Sandvold               For       For        Management
1.9   Elect  Director N. Seydoux                For       For        Management
1.10  Elect  Director L.G. Stuntz               For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS
3     APPROVAL OF ADOPTION OF THE 2004 STOCK    For       For        Management
      AND DEFERRAL PLAN FOR NON-EMPLOYEE
      DIRECTORS
4     APPROVAL OF AUDITORS                      For       For        Management


- --------------------------------------------------------------------------------

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Golden as Class   For       Withhold   Management
      II Director
1.2   Elect Director Joseph A. Hafner, Jr. as   For       For        Management
      Class II Director
1.3   Elect Director Thomas E. Lankford as      For       Withhold   Management
      Class II Director
1.4   Elect Director Richard J. Schnieders as   For       Withhold   Management
      Class II Director
1.5   Elect Director John K. Stubblefield, Jr.  For       For        Management
      as Class III Director
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on the Impact of Genetically       Against   Against    Shareholder
      Engineered Products


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER
      31, 2003 AND THE CONSOLIDATED STATEMENTS.
2     TO APPROVE THE BOARD OF DIRECTORS         For       Against    Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2003, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.44 (APPROXIMATELY
      US$0.322) PER ORDINARY SHARE, BE DECLARED
      FINAL.
3     TO ELECT ABRAHAM E. COHEN TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
4     TO ELECT LESLIE DAN TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
5     TO ELECT PROF. MEIR HETH TO SERVE FOR A   For       For        Management
      THREE-YEAR TERM.
6     TO ELECT PROF. MOSHE MANY TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
7     TO ELECT DOV SHAFIR TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
8     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       Against    Management
      OFFICER S LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY.
9     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2003   Meeting Type: Special
Record Date:  SEP 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. Shalev as an External Director   For       For        Management
2     Approve Increase in Remuneration of       For       For        Management
      Directors other than the Chairman


- --------------------------------------------------------------------------------

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       For        Management
1.2   Elect  Director David L. Boren            For       For        Management
1.3   Elect  Director Daniel A. Carp            For       For        Management
1.4   Elect  Director Thomas J. Engibous        For       For        Management
1.5   Elect  Director Gerald W. Fronterhouse    For       For        Management
1.6   Elect  Director David R. Goode            For       For        Management
1.7   Elect  Director Wayne R. Sanders          For       For        Management
1.8   Elect  Director Ruth J. Simmons           For       For        Management
1.9   Elect  Director Richard K. Templeton      For       For        Management
1.10  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Betsy J. Bernard          For       For        Management
1.2   Elect  Director George David              For       For        Management
1.3   Elect  Director Jean-Pierre Garnier       For       For        Management
1.4   Elect  Director Jamie S. Gorelick         For       For        Management
1.5   Elect  Director Charles R. Lee            For       For        Management
1.6   Elect  Director Richard D. McCormick      For       For        Management
1.7   Elect  Director Harold McGraw III         For       For        Management
1.8   Elect  Director Frank P. Popoff           For       For        Management
1.9   Elect  Director H. Patrick Swygert        For       For        Management
1.10  Elect  Director Andre Villeneuve          For       For        Management
1.11  Elect  Director H. A. Wagner              For       For        Management
1.12  Elect  Director Christine Todd Whitman    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Disclosure of Executive Compensation      Against   Against    Shareholder
4     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts
5     Performance-Based/Indexed Options         Against   For        Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James W. Breyer           For       For        Management
1.2   Elect  Director M. Michele Burns          For       For        Management
1.3   Elect  Director Thomas M. Coughlin        For       For        Management
1.4   Elect  Director David D. Glass            For       For        Management
1.5   Elect  Director Roland A. Hernandez       For       For        Management
1.6   Elect  Director Dawn G. Lepore            For       For        Management
1.7   Elect  Director John D. Opie              For       For        Management
1.8   Elect  Director J. Paul Reason            For       For        Management
1.9   Elect  Director H. Lee Scott, Jr.         For       For        Management
1.10  Elect  Director Jack C. Shewmaker         For       For        Management
1.11  Elect  Director Jose H. Villarreal        For       For        Management
1.12  Elect  Director John T. Walton            For       For        Management
1.13  Elect  Director S. Robson Walton          For       For        Management
1.14  Elect  Director Christopher J. Williams   For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Prepare Sustainability Report             Against   For        Shareholder
8     Report on Stock Option Distribution by    Against   For        Shareholder
      Race and Gender
9     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
10    Prepare Diversity Report                  Against   For        Shareholder
11    Submit Executive Compensation to Vote     Against   For        Shareholder




======================= FIFTH THIRD SHORT TERM BOND FUND =======================




====================== FIFTH THIRD SMALL CAP GROWTH FUND =======================


ACXIOM CORP.

Ticker:       ACXM           Security ID:  5125109
Meeting Date: AUG 6, 2003    Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dr. Ann Hayes Die          For       For        Management
1.2   Elect Director William J. Henderson       For       For        Management
1.3   Elect Director Charles D. Morgan          For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Stock Option Plan                   For       Against    Management


- --------------------------------------------------------------------------------

ADVANCED DIGITAL INFORMATION CORP.

Ticker:       ADIC           Security ID:  007525108
Meeting Date: MAR 10, 2004   Meeting Type: Annual
Record Date:  JAN 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom A. Alberg             For       For        Management
1.2   Elect  Director Walter F. Walker          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

ADVANCED NEUROMODULATION SYSTEMS, INC.

Ticker:       ANSI           Security ID:  00757T101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hugh M. Morrison          For       For        Management
1.2   Elect  Director Robert C. Eberhart, Ph.D. For       For        Management
1.3   Elect  Director Michael J. Torma, M.D.    For       For        Management
1.4   Elect  Director Richard D. Nikolaev       For       For        Management
1.5   Elect  Director Christopher G. Chavez     For       For        Management
1.6   Elect  Director Joseph E. Laptewicz       For       For        Management
1.7   Elect  Director J. Philip McCormick       For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

ADVISORY BOARD CO, THE

Ticker:       ABCO           Security ID:  00762W107
Meeting Date: FEB 25, 2004   Meeting Type: Annual
Record Date:  DEC 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marc N. Casper            For       For        Management
1.2   Elect  Director Michael A. D'Amato        For       For        Management
1.3   Elect  Director Kelt Kindick              For       For        Management
1.4   Elect  Director Joseph E. Laird, Jr.      For       For        Management
1.5   Elect  Director Frank J. Williams         For       For        Management
1.6   Elect  Director Jeffrey D. Zients         For       For        Management
1.7   Elect  Director Leanne M. Zumwalt         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ADVO, INC.

Ticker:       AD             Security ID:  007585102
Meeting Date: JAN 23, 2004   Meeting Type: Annual
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Todd C. Brown              For       For        Management
1.2   Elect Director David F. Dyer              For       For        Management
1.3   Elect Director Bobbie Gaunt               For       For        Management
1.4   Elect Director Karen Kaplan               For       For        Management
1.5   Elect Director John J. Mahoney            For       For        Management
1.6   Elect Director Gary M. Mulloy             For       For        Management
1.7   Elect Director Howard H. Newman           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AEROPOSTALE, INC

Ticker:       ARO            Security ID:  007865108
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Classify the Board of Directors           For       Against    Management
2.1   Elect  Director Julian R. Geiger          For       For        Management
2.2   Elect  Director John S. Mills             For       For        Management
2.3   Elect  Director Bodil Arlander            For       For        Management
2.4   Elect  Director Ronald L. Beegle          For       For        Management
2.5   Elect  Director Mary Elizabeth Burton     For       For        Management
2.6   Elect  Director Robert B. Chavez          For       For        Management
2.7   Elect  Director David Edwab               For       For        Management
2.8   Elect  Director John D. Howard            For       For        Management
2.9   Elect  Director David B. Vermylen         For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Nutt           For       For        Management
1.2   Elect  Director Sean M. Healey            For       For        Management
1.3   Elect  Director Richard E. Floor          For       Withhold   Management
1.4   Elect  Director Stephen J. Lockwood       For       For        Management
1.5   Elect  Director Harold J. Meyerman        For       For        Management
1.6   Elect  Director Robert C. Puff, Jr.       For       For        Management
1.7   Elect  Director Dr. Rita M. Rodriguez     For       For        Management


- --------------------------------------------------------------------------------

AIRGAS, INC.

Ticker:       ARG            Security ID:  9363102
Meeting Date: JUL 29, 2003   Meeting Type: Annual
Record Date:  JUN 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Hovey             For       For        Management
1.2   Elect Director Paula A. Sneed             For       For        Management
1.3   Elect Director David M. Stout             For       For        Management
1.4   Elect Director William O. Albertini       For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald Graham             For       For        Management
1.2   Elect  Director F. Thomson Leighton       For       For        Management
1.3   Elect  Director Naomi Seligman            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALIGN TECHNOLOGY, INC.

Ticker:       ALGN           Security ID:  016255101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Kent Bowen             For       For        Management
1.2   Elect  Director David E. Collins          For       For        Management
1.3   Elect  Director Brian Dovey               For       For        Management
1.4   Elect  Director Joseph Lacob              For       For        Management
1.5   Elect  Director Thomas M. Prescott        For       For        Management
1.6   Elect  Director Greg J. Santora           For       For        Management
1.7   Elect  Director Kelsey Wirth              For       For        Management
1.8   Elect  Director C. Raymond Larkin, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ALLIANT TECHSYSTEMS INC.

Ticker:       ATK            Security ID:  18804104
Meeting Date: AUG 5, 2003    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frances D. Cook            For       For        Management
1.2   Elect Director Gilbert F. Decker          For       For        Management
1.3   Elect Director Jonathan G. Guss           For       For        Management
1.4   Elect Director Admiral David E. Jeremiah, For       For        Management
      USN (Ret.)
1.5   Elect Director Admiral Paul David Miller, For       For        Management
      USN (Ret.)
1.6   Elect Director Daniel J. Murphy, Jr.      For       For        Management
1.7   Elect Director General Robert W.          For       For        Management
      RisCassi, USA (Ret.)
1.8   Elect Director Michael T. Smith           For       For        Management
1.9   Elect Director William G. Van Dyke        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Space-Based Weapons             Against   Against    Shareholder


- --------------------------------------------------------------------------------

APRIA HEALTHCARE GROUP, INC.

Ticker:       AHG            Security ID:  37933108
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:  MAY 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vicente Anido, Jr.         For       For        Management
1.2   Elect Director I.T. Corley                For       For        Management
1.3   Elect Director David L. Goldsmith         For       For        Management
1.4   Elect Director Lawrence M. Higby          For       For        Management
1.5   Elect Director Richard H. Koppes          For       For        Management
1.6   Elect Director Philip R. Lochner, Jr.     For       For        Management
1.7   Elect Director Jeri L. Lose               For       For        Management
1.8   Elect Director Beverly Benedict Thomas    For       For        Management
1.9   Elect Director Ralph V. Whitworth         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

ASCENTIAL SOFTWARE CORP.

Ticker:       ASCL           Security ID:  04362P207
Meeting Date: JUN 18, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David J. Ellenberger       For       For        Management
1.2   Elect Director William J. Weyand          For       For        Management
2     Reduce Authorized Common Stock            For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ASK JEEVES, INC.

Ticker:       ASKJ           Security ID:  045174109
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. George (skip) Battle   For       For        Management
1.2   Elect  Director Steven Berkowitz          For       For        Management
1.3   Elect  Director Garrett Gruener           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ATHEROGENICS INC

Ticker:       AGIX           Security ID:  047439104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David Bearman             For       For        Management
1.2   Elect  Director Vaughn D. Bryson          For       Withhold   Management
1.3   Elect  Director T. Forcht Dagi            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

ATHEROS COMMUNICATIONS, INC

Ticker:       ATHR           Security ID:  04743P108
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig Barratt              For       For        Management
1.2   Elect Director Marshall Mohr              For       For        Management
1.3   Elect Director Andrew Rappaport           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AUGUST TECHNOLOGY CORPORATION

Ticker:       AUGT           Security ID:  05106U105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Jeff L. O'Dell            For       For        Management
2.2   Elect  Director Michael W. Wright         For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVID TECHNOLOGY, INC.

Ticker:       AVID           Security ID:  05367P100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Krall            For       For        Management
1.2   Elect  Director Pamela F. Lenehan         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVOCENT CORPORATION

Ticker:       AVCT           Security ID:  053893103
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H. McAleer        For       For        Management
1.2   Elect  Director David P. Vieau            For       For        Management
1.3   Elect  Director Doyle C. Weeks            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BENCHMARK ELECTRONICS, INC.

Ticker:       BHE            Security ID:  08160H101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald E. Nigbor          For       For        Management
1.2   Elect  Director Cary T. Fu                For       For        Management
1.3   Elect  Director Steven A. Barton          For       For        Management
1.4   Elect  Director John W. Cox               For       For        Management
1.5   Elect  Director John C. Custer            For       For        Management
1.6   Elect  Director Peter G. Dorflinger       For       For        Management
1.7   Elect  Director Bernee D. L. Strom        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BIOLASE TECHNOLOGY, INC.

Ticker:       BLTI           Security ID:  090911108
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Federico Pignatelli        For       For        Management
1.2   Elect Director William A. Owens           For       Withhold   Management
1.3   Elect Director Jeffrey W. Jones           For       For        Management
1.4   Elect Director George V. D' Arbeloff      For       For        Management
1.5   Elect Director Robert M. Anderton         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

Ticker:       BPFH           Security ID:  101119105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eugene S. Colangelo       For       For        Management
1.2   Elect  Director Harold A. Fick            For       For        Management
1.3   Elect  Director Allen L. Sinai            For       For        Management
1.4   Elect  Director Timothy L. Vaill          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

BUSINESS OBJECTS S.A.

Ticker:       BOBJ           Security ID:  12328X107
Meeting Date: DEC 11, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Acquisition of Crystal Decsions   For       For        Management
      Inc. and Approve Terms of Merger
      Agreement
2     Approve Issuance of Up to 37 Million      For       For        Management
      Shares in Connection with Acquisition,
      and Amend Articles Accordingly
3     Approve Issuance of Warrants to Subscribe For       For        Management
      to Up to 15,000 Shares to David J. Roux
4     Authorize Issuance of Up to 250,000       For       For        Management
      Shares Reserved for Business Objects SA
      Employee Benefits Trust for Use in 1995
      International Employee Stock Purchase
      Plan
5     Approve Issuance of Up to 50,000 Shares   For       For        Management
      Reserved for Employees Participating in
      Savings-Related Share Purchase Plan
6     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 1.3 Million
7     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 1.3 Million
8     Amend 2001 Executive Stock Option Plan    For       Against    Management
      Re: Number of Available Shares
9     Elect David J. Roux as Director           For       For        Management
10    Approve Increase in Director Remuneration For       For        Management
      to Aggregate Amount of EUR 350,000
11    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


- --------------------------------------------------------------------------------

CELL GENESYS, INC.

Ticker:       CEGE           Security ID:  150921104
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen A. Sherwin, M.D.  For       For        Management
1.2   Elect  Director David W. Carter           For       For        Management
1.3   Elect  Director Nancy M. Crowell          For       For        Management
1.4   Elect  Director James M. Gower            For       For        Management
1.5   Elect  Director John T. Potts, Jr., M.D.  For       For        Management
1.6   Elect  Director Thomas E. Shenk, Ph.D.    For       For        Management
1.7   Elect  Director Eugene L. Step            For       For        Management
1.8   Elect  Director Inder M. Verma, Ph.D.     For       For        Management
1.9   Elect  Director Dennis L. Winger          For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CENTENE CORP DEL

Ticker:       CNC            Security ID:  15135B101
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steve Bartlett            For       For        Management
1.2   Elect  Director Richard P. Wiederhold     For       For        Management
2     Increase Authorized Common Stock          For       Against    Management


- --------------------------------------------------------------------------------

CENTRAL FREIGHT LINES, INC.

Ticker:       CENF           Security ID:  153491105
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert V. Fasso           For       For        Management
1.2   Elect  Director John Breslow              For       For        Management
1.3   Elect  Director Jerry Moyes               For       For        Management
1.4   Elect  Director Porter J. Hall            For       For        Management
1.5   Elect  Director Duane W. Acklie           For       For        Management
1.6   Elect  Director Gordan W. Winburne        For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

CENTRAL GARDEN & PET CO.

Ticker:       CENT           Security ID:  153527106
Meeting Date: FEB 9, 2004    Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William E. Brown           For       Withhold   Management
1.2   Elect Director Glenn W. Novotny           For       Withhold   Management
1.3   Elect Director Brooks M. Pennington III   For       Withhold   Management
1.4   Elect Director John B. Balousek           For       For        Management
1.5   Elect Director David N. Chichester        For       For        Management
1.6   Elect Director Bruce A. Westphal          For       For        Management
1.7   Elect Director Daniel P. Hogan, Jr.       For       For        Management


- --------------------------------------------------------------------------------

CERADYNE, INC.

Ticker:       CRDN           Security ID:  156710105
Meeting Date: MAY 24, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joel P. Moskowitz         For       For        Management
1.2   Elect  Director Richard A. Alliegro       For       For        Management
1.3   Elect  Director Eduard Bagdasarian        For       For        Management
1.4   Elect  Director Frank Edelstein           For       For        Management
1.5   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.6   Elect  Director Milton L. Lohr            For       For        Management
2     Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------

CHILDREN'S PLACE RETAIL STORES, INC., THE

Ticker:       PLCE           Security ID:  168905107
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanley Silverstein       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

CHOICE HOTELS INTERNATIONAL, INC.

Ticker:       CHH            Security ID:  169905106
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerry E. Robertson        For       For        Management
1.2   Elect  Director Raymond Schultz           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CLARCOR, INC.

Ticker:       CLC            Security ID:  179895107
Meeting Date: MAR 22, 2004   Meeting Type: Annual
Record Date:  FEB 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Burgstahler     For       For        Management
1.2   Elect  Director Paul Donovan              For       For        Management
1.3   Elect  Director Norman E. Johnson         For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

CLOSURE MEDICAL CORPORATION

Ticker:       CLSR           Security ID:  189093107
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard W. Miller         For       For        Management
1.2   Elect  Director Rolf D. Schmidt           For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COMMERCIAL CAPITAL BANCORP, INC.

Ticker:       CCBI           Security ID:  20162L105
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Stephen H. Gordon         For       For        Management
2.2   Elect  Director Mark E. Schaffer          For       For        Management
2.3   Elect  Director Christopher G. Hagerty    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Increase Authorized Common Stock          For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

CONNETICS CORP.

Ticker:       CNCT           Security ID:  208192104
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander E. Barkas,      For       For        Management
      Ph.D.
1.2   Elect  Director Eugene A. Bauer, M.D.     For       Withhold   Management
1.3   Elect  Director R. Andrew Eckert          For       For        Management
1.4   Elect  Director Denise M. Gilbert, Ph.D.  For       For        Management
1.5   Elect  Director John C. Kane              For       For        Management
1.6   Elect  Director Thomas D. Kiley           For       For        Management
1.7   Elect  Director Leon E. Panetta           For       Withhold   Management
1.8   Elect  Director G. Kirk Raab              For       For        Management
1.9   Elect  Director Thomas G. Wiggans         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

COOPER COMPANIES, INC., THE

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  FEB 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Thomas Bender          For       For        Management
1.2   Elect  Director Michael H. Kalkstein      For       For        Management
1.3   Elect  Director Moses Marx                For       For        Management
1.4   Elect  Director Donald Press              For       For        Management
1.5   Elect  Director Steven Rosenberg          For       For        Management
1.6   Elect  Director Allan E Rubenstein M.D.   For       For        Management
1.7   Elect  Director Robert S. Weiss           For       For        Management
1.8   Elect  Director Stanley Zinberg, M.D.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

CORINTHIAN COLLEGES, INC.

Ticker:       COCO           Security ID:  218868107
Meeting Date: NOV 20, 2003   Meeting Type: Annual
Record Date:  OCT 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul R. St. Pierre         For       Withhold   Management
1.2   Elect Director Linda Arey Skladany, Esq.  For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COVANCE INC.

Ticker:       CVD            Security ID:  222816100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Baylis          For       Withhold   Management
1.2   Elect  Director Irwin Lerner              For       Withhold   Management
2     Declassify the Board of Directors         Against   For        Shareholder
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

DELPHI FINANCIAL GROUP, INC.

Ticker:       DFG            Security ID:  247131105
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald A. Sherman         For       For        Management
1.2   Elect  Director Robert Rosenkranz         For       For        Management
1.3   Elect  Director Van D. Greenfield         For       For        Management
1.4   Elect  Director Robert M. Smith, Jr.      For       For        Management
1.5   Elect  Director Harold F. Ilg             For       For        Management
1.6   Elect  Director Lawrence E. Daurelle      For       For        Management
1.7   Elect  Director James N. Meehan           For       For        Management
1.8   Elect  Director Edward A. Fox             For       For        Management
1.9   Elect  Director Philip R. O'Connor        For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Divest from Tobacco Equities              Against   Against    Shareholder
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

DENDRITE INTERNATIONAL, INC.

Ticker:       DRTE           Security ID:  248239105
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bailye             For       For        Management
1.2   Elect Director John A. Fazio              For       For        Management
1.3   Elect Director Bernard M. Goldsmith       For       For        Management
1.4   Elect Director Edward J. Kfoury           For       For        Management
1.5   Elect Director Paul A. Margolis           For       For        Management
1.6   Elect Director John H. Martinson          For       For        Management
1.7   Elect Director Terence H. Osborne         For       For        Management
1.8   Elect Director Patrick J. Zenner          For       Withhold   Management


- --------------------------------------------------------------------------------

DIGENE CORP.

Ticker:       DIGE           Security ID:  253752109
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Landon             For       For        Management
1.2   Elect Director John J. Whitehead          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

DIGITAL THEATER SYSTEMS, INC.

Ticker:       DTSI           Security ID:  25389G102
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel E. Slusser         For       For        Management
1.2   Elect  Director Joseph A. Fischer         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DIONEX CORP.

Ticker:       DNEX           Security ID:  254546104
Meeting Date: OCT 24, 2003   Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David L. Anderson          For       For        Management
1.2   Elect Director A. Blaine Bowman           For       For        Management
1.3   Elect Director Dr. Lukas Braunschweiler   For       For        Management
1.4   Elect Director B. J. Moore                For       For        Management
1.5   Elect Director Riccardo Pigliucci         For       For        Management
1.6   Elect Director Michael W. Pope            For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

DIRECT GENERAL CORP.

Ticker:       DRCT           Security ID:  25456W204
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Adair, Jr.     For       For        Management


- --------------------------------------------------------------------------------

DOT HILL SYSTEMS CORPORATION

Ticker:       HILL           Security ID:  25848T109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Chong Sup Park            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

E.PIPHANY, INC.

Ticker:       EPNY           Security ID:  26881V100
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mohan Gyani               For       For        Management
1.2   Elect  Director Douglas J. Mackenzie      For       For        Management
1.3   Elect  Director Karen A. Richardson       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EAST WEST BANCORP, INC.

Ticker:       EWBC           Security ID:  27579R104
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Julia Gouw                For       For        Management
1.2   Elect  Director Peggy Cherng              For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMBARCADERO TECHNOLOGIES, INC.

Ticker:       EMBT           Security ID:  290787100
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Timothy C.K. Chou         For       For        Management
1.2   Elect  Director Frank M. Polestra         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMMIS COMMUNICATIONS CORP.

Ticker:       EMMS           Security ID:  291525103
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeffrey H. Smulyan        For       Withhold   Management
1.2   Elect  Director Walter Z. Berger          For       Withhold   Management
1.3   Elect  Director Greg A. Nathanson         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

ENCORE MEDICAL CORP.

Ticker:       ENMC           Security ID:  29256E109
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard O. Martin, Ph.D.  For       For        Management
1.2   Elect  Director Zubeen Shroff             For       Withhold   Management
1.3   Elect  Director Bruce Wesson              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

ENGINEERED SUPPORT SYSTEMS, INC.

Ticker:       EASI           Security ID:  292866100
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William H.T. Bush         For       For        Management
1.2   Elect  Director Gerald E. Daniels         For       For        Management
1.3   Elect  Director Ronald W. Davis           For       For        Management
1.4   Elect  Director S. Lee Kling              For       For        Management
1.5   Elect  Director General Crosbie E. Saint  For       For        Management
1.6   Elect  Director Earl W. Wims, Ph.D.       For       Withhold   Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management


- --------------------------------------------------------------------------------

EPICOR SOFTWARE CORPORATION

Ticker:       EPIC           Security ID:  29426L108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L. George Klaus           For       For        Management
1.2   Elect  Director Donald R. Dixon           For       For        Management
1.3   Elect  Director Thomas F. Kelly           For       For        Management
1.4   Elect  Director Harold D. Copperman       For       For        Management
1.5   Elect  Director Robert H. Smith           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EPIX MEDICAL, INC.

Ticker:       EPIX           Security ID:  26881Q101
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanley T Crooke Md Phd   For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Change Company Name                       For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John McAdam                For       For        Management
1.2   Elect Director Alan J. Higginson          For       For        Management
2     Elect Director Rich Malone                For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

FINDWHAT.COM

Ticker:       FWHT           Security ID:  317794105
Meeting Date: DEC 15, 2003   Meeting Type: Annual
Record Date:  OCT 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Craig A. Pisaris-Henderson For       For        Management
1.2   Elect Director Kenneth E. Christensen     For       For        Management
1.3   Elect Director Lee Simonson               For       For        Management
1.4   Elect Director Phillip R. Thune           For       For        Management
1.5   Elect Director Jerry Della Femina         For       For        Management
1.6   Elect Director Frederick E. Guest II      For       For        Management
1.7   Elect Director Daniel B. Brewster, Jr.    For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

FINDWHAT.COM

Ticker:       FWHT           Security ID:  317794105
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Option Replacement Plan           For       For        Management
4.1   Elect  Director C.A. Pisaris-Henderson    For       For        Management
4.2   Elect  Director Kenneth E. Christensen    For       For        Management
4.3   Elect  Director Lee Simonson              For       For        Management
4.4   Elect  Director Phillip R. Thune          For       For        Management
4.5   Elect  Director Jerry Della Femina        For       For        Management
4.6   Elect  Director David J. Londoner         For       For        Management
4.7   Elect  Director Frederick E. Guest Ii     For       For        Management
4.8   Elect  Director Daniel B. Brewster, Jr.   For       For        Management
5     Increase Authorized Common Stock          For       Against    Management
6     Change State of Incorporation from Nevada For       For        Management
      to Delaware


- --------------------------------------------------------------------------------

FIRST AMERICAN CORP.

Ticker:       FAF            Security ID:  318522307
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary J. Beban             For       For        Management
1.2   Elect  Director J. David Chatham          For       For        Management
1.3   Elect  Director William G. Davis          For       For        Management
1.4   Elect  Director James L. Doti             For       For        Management
1.5   Elect  Director Lewis W. Douglas, Jr.     For       For        Management
1.6   Elect  Director Paul B. Fay, Jr.          For       For        Management
1.7   Elect  Director D. P. Kennedy             For       For        Management
1.8   Elect  Director Parker S. Kennedy         For       For        Management
1.9   Elect  Director Frank E. O'Bryan          For       For        Management
1.10  Elect  Director Roslyn B. Payne           For       For        Management
1.11  Elect  Director D. Van Skilling           For       For        Management
1.12  Elect  Director Herbert B. Tasker         For       For        Management
1.13  Elect  Director Virginia M. Ueberroth     For       For        Management


- --------------------------------------------------------------------------------

FIRST BANCORP(PUERTO RICO)

Ticker:       FBP            Security ID:  318672102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Angel Alvarez Perez       For       For        Management
1.2   Elect  Director Jose Luis Ferrer-Canals   For       For        Management
1.3   Elect  Director Sharee Ann                For       For        Management
      Umpierre-Catinchi
2     Elect  Director Jose Menendez Cortada     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

FIRST CASH FINANCIAL SERVICES, INC

Ticker:       FCFS           Security ID:  31942D107
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ms. Schuchmann            For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FLIR SYSTEMS, INC.

Ticker:       FLIR           Security ID:  302445101
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Carter            For       For        Management
1.2   Elect  Director Michael T. Smith          For       For        Management
2     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

FORWARD AIR CORPORATION

Ticker:       FWRD           Security ID:  349853101
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce A. Campbell         For       For        Management
1.2   Elect  Director Andrew C. Clarke          For       For        Management
1.3   Elect  Director Hon. Robert Keith Gray    For       For        Management
1.4   Elect  Director Richard W. Hanselman      For       For        Management
1.5   Elect  Director C. John Langley, Jr.      For       For        Management
1.6   Elect  Director Ray A. Mundy              For       For        Management
1.7   Elect  Director Scott M. Niswonger        For       For        Management
1.8   Elect  Director B. Clyde Preslar          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Approve Compensation Arrangement for      For       For        Management
      Non-Employee Director


- --------------------------------------------------------------------------------

FOSSIL, INC.

Ticker:       FOSL           Security ID:  349882100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom Kartsotis             For       Withhold   Management
1.2   Elect  Director Jal S. Shroff             For       Withhold   Management
1.3   Elect  Director Donald J. Stone           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

FOUNDRY NETWORKS, INC.

Ticker:       FDRY           Security ID:  35063R100
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bobby R. Johnson, Jr.     For       For        Management
1.2   Elect  Director Andrew K. Ludwick         For       For        Management
1.3   Elect  Director Alfred J. Amoroso         For       For        Management
1.4   Elect  Director C. Nicholas Keating, Jr.  For       For        Management
1.5   Elect  Director J. Steven Young           For       Withhold   Management
1.6   Elect  Director Alan L. Earhart           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FRED'S, INC.

Ticker:       FRED           Security ID:  356108100
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Hayes          For       For        Management
1.2   Elect  Director John R. Eisenman          For       For        Management
1.3   Elect  Director Roger T. Knox             For       For        Management
1.4   Elect  Director John D. Reier             For       For        Management
1.5   Elect  Director Thomas H. Tashjian        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

GEN-PROBE, INC.

Ticker:       GPRO           Security ID:  36866T103
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mae C. Jemison, M.D.      For       For        Management
1.2   Elect  Director Brian A. McNamee,         For       For        Management
      M.B.B.S.
1.3   Elect  Director Armin M. Kessler          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GIVEN IMAGING

Ticker:       GIVN           Security ID:  M52020100
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mr. Doron Birger          For       For        Management
1.2   Elect  Director Mr. J. Silverstein        For       For        Management
1.3   Elect  Director Mr. Reven Baron           For       For        Management
1.4   Elect  Director Dr. Dalia Megiddo         For       For        Management
1.5   Elect  Director Mr. Chen Barir            For       For        Management
1.6   Elect  Director Mr. Eyal Lifschitz        For       For        Management
1.7   Elect  Director Mr. Gavriel D. Meron      For       For        Management
1.8   Elect  Director Mr. James M. Cornelius*   For       For        Management
1.9   Elect  Director Mr. Michael Grobstein*    For       For        Management
2     TO INCREASE THE NUMBER OF ORDINARY SHARES For       Against    Management
      RESERVED FOR ISSUANCE UNDER THE 2003
      STOCK OPTION PLAN BY AN ADDITIONAL
      1,000,000 SHARES.
3     TO INCREASE THE COMPANY S AUTHORIZED      For       Against    Management
      SHARE CAPITAL AND TO AMEND THE COMPANY S
      MEMORANDUM AND ARTICLES OF ASSOCIATION TO
      REFLECT SUCH INCREASE.
4     TO APPROVE COMPENSATION FOR THE DIRECTORS For       Against    Management
      OF THE COMPANY.
5     TO APPROVE THE COMPENSATION OF THE        For       Against    Management
      PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
      THE COMPANY.
6     TO APPROVE INDEMNIFICATION AGREEMENTS AND For       Against    Management
      THE EXTENSION OF ISSUANCE COVERAGE FOR
      CERTAIN DIRECTORS OF THE COMPANY.
7     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GLOBAL PAYMENTS, INC.

Ticker:       GPN            Security ID:  37940X102
Meeting Date: OCT 22, 2003   Meeting Type: Annual
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond L. Killian, Jr. as For       For        Management
      Class I Director
1.2   Elect Director Michael W. Trapp as Class  For       For        Management
      II Director
1.3   Elect Director Gerald J. Wilkins as Class For       For        Management
      II Director
1.4   Elect Director Alex W. Hart as Class III  For       For        Management
      Director
1.5   Elect Director William I. Jacobs as Class For       For        Management
      III Director
1.6   Elect Director Gillian H. Denham as Class For       Withhold   Management
      III Director
1.7   Elect Director Alan M. Silberstein as     For       For        Management
      Class III Director


- --------------------------------------------------------------------------------

HARMAN INTERNATIONAL INDUSTRIES, INC.

Ticker:       HAR            Security ID:  413086109
Meeting Date: NOV 12, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward H. Meyer            For       For        Management
1.2   Elect Director Gregory P. Stapleton       For       For        Management
1.3   Elect Director Stanley A. Weiss           For       For        Management
2     Approve Stock Split                       For       For        Management


- --------------------------------------------------------------------------------

HARMONIC INC.

Ticker:       HLIT           Security ID:  413160102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony J. Ley            For       For        Management
1.2   Elect  Director E. Floyd Kvamme           For       For        Management
1.3   Elect  Director William F. Reddersen      For       For        Management
1.4   Elect  Director Lewis Solomon             For       For        Management
1.5   Elect  Director Michel L. Vaillaud        For       For        Management
1.6   Elect  Director David R. Van Valkenburg   For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HIBBETT SPORTING GOODS, INC.

Ticker:       HIBB           Security ID:  428565105
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl Kirkland             For       For        Management
1.2   Elect  Director Michael J. Newsome        For       For        Management
1.3   Elect  Director Thomas A. Saunders, III   For       For        Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan


- --------------------------------------------------------------------------------

HOT TOPIC, INC.

Ticker:       HOTT           Security ID:  441339108
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Cynthia Cohen             For       For        Management
1.2   Elect  Director Corrado Federico          For       For        Management
1.3   Elect  Director W. Scott Hedrick          For       For        Management
1.4   Elect  Director Elizabeth McLaughlin      For       For        Management
1.5   Elect  Director Bruce Quinnell            For       For        Management
1.6   Elect  Director Andrew Schuon             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HYPERION SOLUTIONS CORP.

Ticker:       HYSL           Security ID:  44914M104
Meeting Date: NOV 10, 2003   Meeting Type: Annual
Record Date:  SEP 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey Rodek              For       For        Management
1.2   Elect Director Aldo Papone                For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jonathan W. Ayers         For       For        Management
1.2   Elect  Director James L. Moody, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INFOSPACE INC.

Ticker:       INSP           Security ID:  45678T201
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard D. Hearney        For       For        Management
1.2   Elect  Director Rufus W. Lumry            For       For        Management
1.3   Elect  Director James F. Voelker          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INTERMAGNETICS GENERAL CORP.

Ticker:       IMGC           Security ID:  458771102
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Hoffman         For       For        Management
1.2   Elect Director Thomas L. Kempner          For       For        Management
1.3   Elect Director Dr. Sheldon Weinig         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

INVERESK RESEARCH GROUP, INC

Ticker:       IRGI           Security ID:  461238107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Henderson         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ITT EDUCATIONAL SERVICES, INC.

Ticker:       ESI            Security ID:  45068B109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rene R. Champagne         For       For        Management
1.2   Elect  Director John F. Cozzi             For       For        Management
1.3   Elect  Director James D. Fowler, Jr.      For       For        Management
1.4   Elect  Director Harris N. Miller          For       For        Management
2     Increase Authorized Common Stock          For       Against    Management


- --------------------------------------------------------------------------------

IXIA

Ticker:       XXIA           Security ID:  45071R109
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jean-Claude Asscher       For       For        Management
1.2   Elect  Director Massoud Entekhabi         For       Withhold   Management
1.3   Elect  Director Errol Ginsberg            For       Withhold   Management
1.4   Elect  Director Jon F. Rager              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
4     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

J. B. HUNT TRANSPORT SERVICES, INC.

Ticker:       JBHT           Security ID:  445658107
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John A. Cooper, Jr.       For       For        Management
1.2   Elect  Director Wayne Garrison            For       For        Management
1.3   Elect  Director Bryan Hunt                For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JARDEN CORP.

Ticker:       JAH            Security ID:  471109108
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ian G.H. Ashken           For       For        Management
1.2   Elect  Director Richard L. Molen          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

JEFFERIES GROUP, INC

Ticker:       JEF            Security ID:  472319102
Meeting Date: MAY 24, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Patrick Campbell       For       For        Management
1.2   Elect  Director Richard G. Dooley         For       For        Management
1.3   Elect  Director Richard B. Handler        For       For        Management
1.4   Elect  Director Frank J. Macchiarola      For       For        Management
1.5   Elect  Director John C. Shaw, Jr.         For       For        Management
2     Increase Authorized Common Stock          For       Against    Management


- --------------------------------------------------------------------------------

JOY GLOBAL, INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven L. Gerard          For       For        Management
1.2   Elect  Director John Nils Hanson          For       For        Management
1.3   Elect  Director Ken C. Johnsen            For       For        Management
1.4   Elect  Director James R. Klauser          For       For        Management
1.5   Elect  Director Richard B. Loynd          For       For        Management
1.6   Elect  Director P. Eric Siegert           For       For        Management
1.7   Elect  Director James H. Tate             For       For        Management


- --------------------------------------------------------------------------------

KENSEY NASH CORP.

Ticker:       KNSY           Security ID:  490057106
Meeting Date: DEC 3, 2003    Meeting Type: Annual
Record Date:  OCT 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Kaufmann         For       For        Management
1.2   Elect Director Harold N. Chefitz          For       Withhold   Management
1.3   Elect Director Steven J. Lee              For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

KOS PHARMACEUTICALS, INC.

Ticker:       KOSP           Security ID:  500648100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Jaharis            For       Withhold   Management
1.2   Elect Director Daniel M. Bell             For       Withhold   Management
1.3   Elect Director Robert E. Baldini          For       Withhold   Management
1.4   Elect Director Adrian Adams               For       Withhold   Management
1.5   Elect Director John Brademas, Ph. D       For       For        Management
1.6   Elect Director Steven Jaharis, M.D.       For       For        Management
1.7   Elect Director Nicholas E. Madias, M.D.   For       For        Management
1.8   Elect Director Mark Novitch, M.D.         For       For        Management
1.9   Elect Director Frederick B. Whittemore    For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KYPHON INC

Ticker:       KYPH           Security ID:  501577100
Meeting Date: JUN 16, 2004   Meeting Type: Annual

Record Date:  APR 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen M. Campe          For       For        Management
1.2   Elect  Director Douglas W. Kohrs          For       For        Management
1.3   Elect  Director Jack W. Lasersohn         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LABOR READY, INC.

Ticker:       LRW            Security ID:  505401208
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Sullivan        For       For        Management
1.2   Elect  Director Carl W. Schafer           For       For        Management
1.3   Elect  Director William W. Steele         For       For        Management
1.4   Elect  Director Joseph P. Sambataro, Jr.  For       For        Management
1.5   Elect  Director Gates McKibbin            For       For        Management
1.6   Elect  Director Thomas E. McChesney       For       For        Management
1.7   Elect  Director Mark R. Beatty            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LTX CORPORATION

Ticker:       LTXX           Security ID:  502392103
Meeting Date: DEC 10, 2003   Meeting Type: Annual
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger W. Blethen           For       For        Management
1.2   Elect Director Robert J. Boehlke          For       For        Management
1.3   Elect Director Roger J. Maggs             For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

MAF BANCORP, INC.

Ticker:       MAFB           Security ID:  55261R108
Meeting Date: NOV 25, 2003   Meeting Type: Special
Record Date:  OCT 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

MAPINFO CORP.

Ticker:       MAPS           Security ID:  565105103
Meeting Date: FEB 12, 2004   Meeting Type: Annual
Record Date:  DEC 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark P. Cattini            For       Withhold   Management
1.2   Elect Director John C. Cavalier           For       Withhold   Management
1.3   Elect Director Joni Kahn                  For       Withhold   Management
1.4   Elect Director Thomas L. Massie           For       For        Management
1.5   Elect Director Robert P. Schechter        For       Withhold   Management
1.6   Elect Director Quinn H. Tran              For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

MARTEK BIOSCIENCES CORP.

Ticker:       MATK           Security ID:  572901106
Meeting Date: MAR 18, 2004   Meeting Type: Annual
Record Date:  JAN 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Douglas J. MacMaster, Jr. For       For        Management
1.2   Elect  Director John H. Mahar             For       For        Management
1.3   Elect  Director Eugene H. Rotberg         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

MATTSON TECHNOLOGY, INC.

Ticker:       MTSN           Security ID:  577223100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kenneth Kannappan         For       For        Management
1.2   Elect  Director William Turner            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MEDICINES COMPANY (THE)

Ticker:       MDCO           Security ID:  584688105
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William W. Crouse         For       For        Management
1.2   Elect  Director T. Scott Johnson          For       For        Management
1.3   Elect  Director David M. Stack            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

MERCURY COMPUTER SYSTEMS, INC.

Ticker:       MRCY           Security ID:  589378108
Meeting Date: NOV 17, 2003   Meeting Type: Special
Record Date:  OCT 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bertelli          For       For        Management
1.2   Elect Director Russell K. Johnsen         For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

METHODE ELECTRONICS, INC.

Ticker:       METH           Security ID:  591520200
Meeting Date: JUL 10, 2003   Meeting Type: Special
Record Date:  JUN 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Tender Offer to Purchase All      For       For        Management
      Outstanding Shares of Class B common
      Stock


- --------------------------------------------------------------------------------

MGI PHARMA, INC.

Ticker:       MOGN           Security ID:  552880106
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew J. Ferrara         For       For        Management
1.2   Elect  Director Gilla Kaplan, Ph.D.       For       For        Management
1.3   Elect  Director Edward W. Mehrer          For       For        Management
1.4   Elect  Director Hugh E. Miller            For       For        Management
1.5   Elect  Director Leon O. Moulder, Jr.      For       For        Management
1.6   Elect  Director Lee J. Schroeder          For       For        Management
1.7   Elect  Director David B. Sharrock         For       Withhold   Management
1.8   Elect  Director Waneta C. Tuttle, Ph.D.   For       For        Management
1.9   Elect  Director Arthur L. Weaver, M.D.    For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MKS INSTRUMENTS, INC.

Ticker:       MKSI           Security ID:  55306N104
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Berges           For       For        Management
1.2   Elect  Director Richard S. Chute          For       Withhold   Management
1.3   Elect  Director Owen W. Robbins           For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Amend Employee Stock Purchase Plan        For       For        Management
6     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NAVIGANT CONSULTING INC.

Ticker:       NCI            Security ID:  63935N107
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Thompson         For       For        Management
1.2   Elect  Director Samuel K. Skinner         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NBTY, INC.

Ticker:       NTY            Security ID:  628782104
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur Rudolph            For       For        Management
1.2   Elect  Director Glenn Cohen               For       For        Management
1.3   Elect  Director Michael L. Ashner         For       For        Management
1.4   Elect  Director Michael C. Slade          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NPS PHARMACEUTICALS, INC.

Ticker:       NPSP           Security ID:  62936P103
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Santo J. Costa, J.D.       For       For        Management
1.2   Elect Director John R. Evans, M.D.        For       For        Management
1.3   Elect Director James G. Groninger         For       Withhold   Management
1.4   Elect Director Hunter Jackson, Ph.D.      For       Withhold   Management
1.5   Elect Director Joseph Klein, III          For       For        Management
1.6   Elect Director Donald E. Kuhla, Ph.D.     For       For        Management
1.7   Elect Director Thomas N. Parks, Ph.D.     For       For        Management
1.8   Elect Director Calvin R. Stiller, M.D.    For       For        Management
1.9   Elect Director Peter G. Tombros           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NPS PHARMACEUTICALS, INC.

Ticker:       NPSP           Security ID:  62936P103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Santo J. Costa            For       For        Management
1.2   Elect  Director John R. Evans             For       For        Management
1.3   Elect  Director James G. Groninger        For       Withhold   Management
1.4   Elect  Director Hunter Jackson            For       For        Management
1.5   Elect  Director Joseph Klein III          For       For        Management
1.6   Elect  Director Donald E. Kuhla           For       For        Management
1.7   Elect  Director Thomas N. Parks           For       For        Management
1.8   Elect  Director Calvin R. Stiller         For       For        Management
1.9   Elect  Director Peter G. Tombros          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David S. Hooker           For       For        Management
1.2   Elect  Director Harris J. Pappas          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OMNICELL INC

Ticker:       OMCL           Security ID:  68213N109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Kevin L. Roberg           For       For        Management
1.2   Elect  Director John D. Stobo, Jr.        For       For        Management
1.3   Elect  Director Donald C. Wegmiller       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OMNIVISION TECHNOLOGIES, INC.

Ticker:       OVTI           Security ID:  682128103
Meeting Date: OCT 1, 2003    Meeting Type: Annual
Record Date:  AUG 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Joseph Jeng                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Amend Stock Option Plan                   For       For        Management


- --------------------------------------------------------------------------------

ONYX PHARMACEUTICALS, INC.

Ticker:       ONXX           Security ID:  683399109
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Nicole Vitullo            For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

OSHKOSH TRUCK CORP.

Ticker:       OSK            Security ID:  688239201
Meeting Date: FEB 3, 2004    Meeting Type: Annual
Record Date:  DEC 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J. William Andersen as     For       For        Management
      Class A Director
1.2   Elect Director Robert G. Bohn as Class A  For       For        Management
      Director
1.3   Elect Director Frederick M. Franks, Jr.   For       For        Management
      as Class A Director
1.4   Elect Director Michael W. Grebe as Class  For       For        Management
      A Director
1.5   Elect Director Kathleen J. Hempel as      For       For        Management
      Class A Director
1.6   Elect Director J. Peter Mosling, Jr. as   For       Withhold   Management
      Class A Director
1.7   Elect Director Stephen P. Mosling as      For       For        Management
      Class A Director
1.8   Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

OSI PHARMACEUTICALS, INC.

Ticker:       OSIP           Security ID:  671040103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert A. Ingram          For       For        Management
1.2   Elect  Director Colin Goddard, Ph.D.      For       For        Management
1.3   Elect  Director Edwin A. Gee, Ph.D.       For       Withhold   Management
1.4   Elect  Director Michael Atieh             For       For        Management
1.5   Elect  Director G. Morgan Browne          For       For        Management
1.6   Elect  Director Daryl K. Granner, M.D.    For       For        Management
1.7   Elect  Director Walter M Lovenberg, Phd   For       For        Management
1.8   Elect  Director Viren Mehta               For       For        Management
1.9   Elect  Director Sir Mark Richmond, Phd    For       For        Management
1.10  Elect  Director John P. White             For       Withhold   Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

P.F. CHANG'S CHINA BISTRO INC

Ticker:       PFCB           Security ID:  69333Y108
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Federico        For       For        Management
1.2   Elect Director R. Michael Welborn         For       For        Management
1.3   Elect Director James D. Shennan, Jr.      For       For        Management
1.4   Elect Director F. Lane Cardwell, Jr.      For       For        Management
1.5   Elect Director Kenneth J. Wessels         For       For        Management
1.6   Elect Director M. Ann Rhoades             For       For        Management
1.7   Elect Director Lesley H. Howe             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

PACKETEER, INC.

Ticker:       PKTR           Security ID:  695210104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dave Cote                 For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PATINA OIL & GAS CORP.

Ticker:       POG            Security ID:  703224105
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles E. Bayless        For       For        Management
1.2   Elect  Director Jeffrey L. Berenson       For       For        Management
1.3   Elect  Director Robert J. Clark           For       For        Management
1.4   Elect  Director Jay W. Decker             For       For        Management
1.5   Elect  Director Thomas J. Edelman         For       For        Management
1.6   Elect  Director Elizabeth K. Lanier       For       For        Management
1.7   Elect  Director Alexander P. Lynch        For       For        Management
1.8   Elect  Director Paul M. Rady              For       For        Management
1.9   Elect  Director Jon R. Whitney            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

PLEXUS CORP.

Ticker:       PLXS           Security ID:  729132100
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen P. Cortinovis      For       For        Management
1.2   Elect Director David J. Drury             For       For        Management
1.3   Elect Director Dean A. Foate              For       For        Management
1.4   Elect Director John L. Nussbaum           For       For        Management
1.5   Elect Director Thomas J. Prosser          For       For        Management
1.6   Elect Director Charles M. Strother, M.D.  For       For        Management
1.7   Elect Director Jan K. VerHagen            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PLX TECHNOLOGY, INC.

Ticker:       PLXT           Security ID:  693417107
Meeting Date: MAY 24, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael J. Salameh        For       For        Management
1.2   Elect  Director D. James Guzy             For       Withhold   Management
1.3   Elect  Director Robert H. Smith           For       For        Management
1.4   Elect  Director Timothy Draper            For       For        Management
1.5   Elect  Director John H. Hart              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Issue Shares in Connection with an        For       For        Management
      Acquisition
4     Amend Omnibus Stock Plan                  For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PORTFOLIO RECOVERY ASSOCS INC

Ticker:       PRAA           Security ID:  73640Q105
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David Roberts             For       Withhold   Management
1.2   Elect  Director William Brophey           For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PROGRESS SOFTWARE CORP.

Ticker:       PRGS           Security ID:  743312100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Fix Number of Directors                   For       For        Management
2.1   Elect  Director Joseph W. Alsop           For       For        Management
2.2   Elect  Director Larry R. Harris           For       For        Management
2.3   Elect  Director Roger J. Heinen, Jr.      For       For        Management
2.4   Elect  Director Michael L. Mark           For       For        Management
2.5   Elect  Director Scott A. Mcgregor         For       For        Management
2.6   Elect  Director Amran Rasiel              For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

QUEST SOFTWARE, INC.

Ticker:       QSFT           Security ID:  74834T103
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  MAY 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vicent C. Smith           For       For        Management
1.2   Elect  Director Doran G. Machin           For       For        Management
1.3   Elect  Director Jerry Murdock, Jr.        For       For        Management
1.4   Elect  Director Raymond J. Lane           For       For        Management
1.5   Elect  Director Augustine L. Nieto II     For       For        Management
1.6   Elect  Director Kevin M. Klausmeyer       For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Approve Increase in Size of Board         For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

QUIKSILVER, INC.

Ticker:       ZQK            Security ID:  74838C106
Meeting Date: MAR 26, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William M. Barnum, Jr.    For       For        Management
1.2   Elect  Director Charles E. Crowe          For       Withhold   Management
1.3   Elect  Director Michael H. Gray           For       For        Management
1.4   Elect  Director Robert G. Kirby           For       Withhold   Management
1.5   Elect  Director Bernard Mariette          For       Withhold   Management
1.6   Elect  Director Robert B. McKnight, Jr.   For       Withhold   Management
1.7   Elect  Director Franck Riboud             For       Withhold   Management
1.8   Elect  Director Tom Roach                 For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approval of the Terms of the Executive    For       For        Management
      Incentive Plan


- --------------------------------------------------------------------------------

RC2 CORP

Ticker:       RCRC           Security ID:  749388104
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert E. Dods            For       Withhold   Management
1.2   Elect  Director Boyd L. Meyer             For       Withhold   Management
1.3   Elect  Director Peter K.K. Chung          For       Withhold   Management
1.4   Elect  Director Curtis W. Stoelting       For       Withhold   Management
1.5   Elect  Director John S. Bakalar           For       For        Management
1.6   Elect  Director John J. Vosicky           For       For        Management
1.7   Elect  Director Paul E. Purcell           For       Withhold   Management
1.8   Elect  Director Daniel M. Wright          For       For        Management
1.9   Elect  Director Thomas M. Collinger       For       For        Management
1.10  Elect  Director Richard E. Rothkopf       For       Withhold   Management
1.11  Elect  Director Michael J. Merriman, Jr.  For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

REGENERATION TECHNOLOGIES, INC.

Ticker:       RTIX           Security ID:  75886N100
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brian K. Hutchison        For       For        Management
1.2   Elect  Director David J. Simpson          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

REGIS CORP.

Ticker:       RGS            Security ID:  758932107
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rolf E. Bjelland           For       For        Management
1.2   Elect Director Paul D. Finkelstein        For       For        Management
1.3   Elect Director Thomas L. Gregory          For       For        Management
1.4   Elect Director Van Zandt Hawn             For       For        Management
1.5   Elect Director Susan S. Hoyt              For       For        Management
1.6   Elect Director David B. Kunin             For       For        Management
1.7   Elect Director Myron Kunin                For       For        Management


- --------------------------------------------------------------------------------

RESPIRONICS, INC.

Ticker:       RESP           Security ID:  761230101
Meeting Date: NOV 18, 2003   Meeting Type: Annual
Record Date:  OCT 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph C. Lawyer           For       For        Management
1.2   Elect Director Sean McDonald              For       For        Management
1.3   Elect Director John C. Miles II           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

RIGEL PHARMACEUTICALS, INC

Ticker:       RIGL           Security ID:  766559603
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jean Deleage, Ph.D.       For       For        Management
1.2   Elect  Director Alan D. Frazier           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SALIX PHARMACEUTICALS LTD

Ticker:       SLXP           Security ID:  795435106
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John F. Chappell          For       For        Management
1.2   Elect  Director Thomas W. D'Alonzo        For       For        Management
1.3   Elect  Director Richard A. Franco         For       For        Management
1.4   Elect  Director William P. Keane          For       For        Management
1.5   Elect  Director Carolyn J. Logan          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SAPIENT CORPORATION

Ticker:       SAPE           Security ID:  803062108
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Darius W. Gaskins, Jr.    For       For        Management
1.2   Elect  Director Gary S. McKissock         For       For        Management
1.3   Elect  Director J. Stuart Moore           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SCP POOL CORP.

Ticker:       POOL           Security ID:  784028102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wilson B. Sexton          For       For        Management
1.2   Elect  Director Andrew W. Code            For       For        Management
1.3   Elect  Director James J. Gaffney          For       For        Management
1.4   Elect  Director M.J. Perez De La Mesa     For       For        Management
1.5   Elect  Director Robert C. Sledd           For       For        Management
1.6   Elect  Director John E. Stokely           For       For        Management
1.7   Elect  Director Harlan F. Seymour         For       For        Management
1.8   Elect  Director George T. Haymaker, Jr.   For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SCS TRANSPORTATION, INC.

Ticker:       SCST           Security ID:  81111T102
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John J. Holland           For       For        Management
1.2   Elect  Director Douglas W. Rockel         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SECURE COMPUTING CORP.

Ticker:       SCUR           Security ID:  813705100
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen M. Puricelli      For       For        Management
1.2   Elect  Director Timothy McGurran          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SELECT MEDICAL CORP.

Ticker:       SEM            Security ID:  816196109
Meeting Date: MAY 10, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Russell L. Carson         For       For        Management
1.2   Elect  Director Rocco A. Ortenzio         For       For        Management
1.3   Elect  Director Leopold Swergold          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SEMTECH CORP.

Ticker:       SMTC           Security ID:  816850101
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glen M. Antle             For       For        Management
1.2   Elect  Director James P. Burra            For       For        Management
1.3   Elect  Director Jason L. Carlson          For       Withhold   Management
1.4   Elect  Director Rockell N. Hankin         For       For        Management
1.5   Elect  Director James T. Lindstrom        For       For        Management
1.6   Elect  Director John L. Piotrowski        For       For        Management
1.7   Elect  Director John D. Poe               For       Withhold   Management
1.8   Elect  Director James T. Schraith         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SEROLOGICALS CORP.

Ticker:       SERO           Security ID:  817523103
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ralph E. Christoffersen,  For       For        Management
      Ph.D.
1.2   Elect  Director Desmond H. O'Connell, Jr. For       Withhold   Management
1.3   Elect  Director George M. Shaw, M.D.,     For       For        Management
      Ph.D.


- --------------------------------------------------------------------------------

SOUTHWESTERN ENERGY CO.

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis Epley, Jr.          For       For        Management
1.2   Elect  Director John Hammerschmidt        For       For        Management
1.3   Elect  Director Robert Howard             For       For        Management
1.4   Elect  Director Harold Korell             For       For        Management
1.5   Elect  Director Vello Kuuskraa            For       For        Management
1.6   Elect  Director Kenneth Mourton           For       For        Management
1.7   Elect  Director Charles Scharlau          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

STERIS CORP.

Ticker:       STE            Security ID:  859152100
Meeting Date: JUL 25, 2003   Meeting Type: Annual
Record Date:  MAY 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Hardis          For       For        Management
1.2   Elect Director Raymond A. Lancaster       For       For        Management
1.3   Elect Director J.B. Richey                For       For        Management
1.4   Elect Director Les C. Vinney              For       For        Management
2     Declassify the Board of Directors         Against   For        Shareholder


- --------------------------------------------------------------------------------

TEKELEC

Ticker:       TKLC           Security ID:  879101103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert V. Adams           For       For        Management
1.2   Elect  Director Jean-Claude Asscher       For       Withhold   Management
1.3   Elect  Director Daniel L. Brenner         For       Withhold   Management
1.4   Elect  Director Martin A. Kaplan          For       Withhold   Management
1.5   Elect  Director Frederick M. Lax          For       Withhold   Management
1.6   Elect  Director Jon F. Rager              For       Withhold   Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TELIK, INC.

Ticker:       TELK           Security ID:  87959M109
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director M.M. Wick, M.D., Ph.D.    For       For        Management
1.2   Elect  Director Richard Newman, Esq.      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TETRA TECH, INC.

Ticker:       TTEK           Security ID:  88162G103
Meeting Date: FEB 26, 2004   Meeting Type: Annual
Record Date:  DEC 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Li-San Hwang               For       For        Management
1.2   Elect Director James M. Jaska             For       For        Management
1.3   Elect Director J. Christopher Lewis       For       For        Management
1.4   Elect Director Patrick C. Haden           For       For        Management
1.5   Elect Director James J. Shelton           For       For        Management
1.6   Elect Director Daniel A. Whalen           For       For        Management
1.7   Elect Director Hugh M. Grant              For       For        Management
1.8   Elect Director Richard H. Truly           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEXAS CAPITAL BANCSHARES INC

Ticker:       TCBI           Security ID:  88224Q107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter B. Bartholow        For       For        Management
1.2   Elect  Director Leo Corrigan, III         For       For        Management
1.3   Elect  Director James R. Erwin            For       Withhold   Management
1.4   Elect  Director J. M. (jody) Grant        For       For        Management
1.5   Elect  Director Frederick B. Hegi, Jr.    For       Withhold   Management
1.6   Elect  Director James R. Holland, Jr.     For       For        Management
1.7   Elect  Director George F. Jones, Jr.      For       For        Management
1.8   Elect  Director Larry A. Makel            For       For        Management
1.9   Elect  Director W.W. Mcallister III       For       For        Management
1.10  Elect  Director Lee Roy Mitchell          For       Withhold   Management
1.11  Elect  Director Steven P. Rosenberg       For       For        Management
1.12  Elect  Director John C. Snyder            For       For        Management
1.13  Elect  Director Robert W. Stallings       For       For        Management
1.14  Elect  Director James C. Thompson, Jr.    For       Withhold   Management
1.15  Elect  Director Ian J. Turpin             For       Withhold   Management


- --------------------------------------------------------------------------------

TEXAS REGIONAL BANKSHARES, INC.

Ticker:       TRBS           Security ID:  882673106
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Morris Atlas              For       For        Management
1.2   Elect  Director Frank N. Boggus           For       Withhold   Management
1.3   Elect  Director Robert G. Farris          For       For        Management
1.4   Elect  Director C. Kenneth Landrum, M.D   For       For        Management
1.5   Elect  Director David L. Lane             For       For        Management
1.6   Elect  Director Jack H. Mayfield, Jr.     For       For        Management
1.7   Elect  Director Joe Penland, Sr.          For       For        Management
1.8   Elect  Director Joseph E. Reid            For       For        Management
1.9   Elect  Director G.E. Roney                For       For        Management
1.10  Elect  Director Julie G. Uhlhorn          For       For        Management
1.11  Elect  Director Walter Umphrey            For       For        Management
1.12  Elect  Director Mario Max Yzaguirre       For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Approve Stock Option Plan                 For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

THOR INDUSTRIES, INC.

Ticker:       THO            Security ID:  885160101
Meeting Date: DEC 9, 2003    Meeting Type: Annual
Record Date:  OCT 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Neil D. Chrisman           For       For        Management
1.2   Elect Director Alan Siegel                For       Withhold   Management
1.3   Elect Director Geoffrey A. Thomson        For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

THORATEC CORP.

Ticker:       THOR           Security ID:  885175307
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Donald Hill            For       For        Management
1.2   Elect  Director D. Keith Grossman         For       For        Management
1.3   Elect  Director Howard E. Chase           For       For        Management
1.4   Elect  Director J. Daniel Cole            For       For        Management
1.5   Elect  Director Neil F. Dimick            For       For        Management
1.6   Elect  Director William M. Hitchcock      For       For        Management
1.7   Elect  Director George W. Holbrook, Jr.   For       For        Management
1.8   Elect  Director Daniel M. Mulvena         For       For        Management


- --------------------------------------------------------------------------------

TRACTOR SUPPLY CO.

Ticker:       TSCO           Security ID:  892356106
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James F. Wright           For       For        Management
1.2   Elect  Director Gerard E. Jones           For       Withhold   Management
1.3   Elect  Director Edna K. Morris            For       For        Management
2     Ratify Auditors                           For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

TRIMBLE NAVIGATION LTD.

Ticker:       TRMB           Security ID:  896239100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven W. Berglund        For       For        Management
1.2   Elect  Director Robert S. Cooper          For       For        Management
1.3   Elect  Director John B. Goodrich          For       Withhold   Management
1.4   Elect  Director William Hart              For       For        Management
1.5   Elect  Director Ulf J. Johansson          For       For        Management
1.6   Elect  Director Bradford W. Parkinson     For       Withhold   Management
1.7   Elect  Director Nickolas W. VandeSteeg    For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UCBH HOLDINGS, INC.

Ticker:       UCBH           Security ID:  90262T308
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anthony Y. Chan           For       For        Management
1.2   Elect  Director Joseph J. Jou             For       For        Management
1.3   Elect  Director Dr. Godwin Wong           For       For        Management
1.4   Elect  Director Thomas S. Wu              For       For        Management
2     Amend Certificate to Remove Anti-Takeover For       For        Management
      Provision
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UGI CORP.

Ticker:       UGI            Security ID:  902681105
Meeting Date: FEB 24, 2004   Meeting Type: Annual
Record Date:  DEC 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Stratton          For       For        Management
1.2   Elect Director Stephen D. Ban             For       For        Management
1.3   Elect Director Richard C. Gozon           For       For        Management
1.4   Elect Director Lon R. Greenberg           For       For        Management
1.5   Elect Director Thomas F. Donovan          For       For        Management
1.6   Elect Director Marvin O. Schlanger        For       For        Management
1.7   Elect Director Anne Pol                   For       For        Management
1.8   Elect Director Ernest E. Jones            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


- --------------------------------------------------------------------------------

UNITED SURGICAL PARTNERS INTERNATIONAL INC

Ticker:       USPI           Security ID:  913016309
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Donald E. Steen           For       For        Management
1.2   Elect  Director Thomas L. Mills           For       For        Management
1.3   Elect  Director Boone Powell, Jr.         For       For        Management
1.4   Elect  Director Paul B. Queally           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

URBAN OUTFITTERS, INC.

Ticker:       URBN           Security ID:  917047102
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Hayne          For       Withhold   Management
1.2   Elect  Director Scott A. Belair           For       Withhold   Management
1.3   Elect  Director Harry S. Cherken, Jr.     For       Withhold   Management
1.4   Elect  Director Joel S. Lawson III        For       For        Management
1.5   Elect  Director Glen T. Senk              For       Withhold   Management
1.6   Elect  Director Robert H. Strouse         For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES,  INC.

Ticker:       VSEA           Security ID:  922207105
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert W. Dutton           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WCI COMMUNITIES INC

Ticker:       WCI            Security ID:  92923C104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Philip Handy           For       Withhold   Management
1.2   Elect  Director Jerry L. Starkey          For       For        Management
1.3   Elect  Director Kathleen M. Shanahan      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

WEST MARINE, INC.

Ticker:       WMAR           Security ID:  954235107
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Randolph K. Repass        For       For        Management
1.2   Elect  Director John Edmondson            For       For        Management
1.3   Elect  Director Richard E. Everett        For       For        Management
1.4   Elect  Director Geoffrey A. Eisenberg     For       For        Management
1.5   Elect  Director David Mccomas             For       For        Management
1.6   Elect  Director Peter Roy                 For       For        Management
1.7   Elect  Director Daniel J. Sweeney         For       For        Management
1.8   Elect  Director William U. Westerfield    For       For        Management
1.9   Elect  Director Diane Greene              For       For        Management


- --------------------------------------------------------------------------------

WESTERN WIRELESS CORPORATION

Ticker:       WWCA           Security ID:  95988E204
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Stanton           For       For        Management
1.2   Elect  Director John L. Bunce, Jr.        For       For        Management
1.3   Elect  Director Mitchell R. Cohen         For       For        Management
1.4   Elect  Director Daniel J. Evans           For       For        Management
1.5   Elect  Director Theresa E. Gillespie      For       For        Management
1.6   Elect  Director Jonathan M. Nelson        For       For        Management
1.7   Elect  Director Peggy V. Phillips         For       For        Management
1.8   Elect  Director Mikal J. Thomsen          For       For        Management
1.9   Elect  Director Peter H. van Oppen        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

WILSON GREATBATCH TECHNOLOGIES, INC.

Ticker:       GB             Security ID:  972232102
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward F. Voboril         For       For        Management
1.2   Elect  Director Pamela G. Bailey          For       For        Management
1.3   Elect  Director Joseph A. Miller, Jr.     For       For        Management
1.4   Elect  Director Bill R. Sanford           For       For        Management
1.5   Elect  Director Peter H. Soderberg        For       For        Management
1.6   Elect  Director Thomas S. Summer          For       For        Management
1.7   Elect  Director William B. Summers, Jr.   For       For        Management
1.8   Elect  Director John P. Wareham           For       For        Management


- --------------------------------------------------------------------------------

WINTRUST FINANCIAL CORP.

Ticker:       WTFC           Security ID:  97650W108
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bruce K. Crowther         For       For        Management
1.2   Elect  Director Bert A. Getz, Jr.         For       For        Management
1.3   Elect  Director Paul J. Liska             For       For        Management
1.4   Elect  Director Albin F. Moschner         For       For        Management
1.5   Elect  Director Ingrid S. Stafford        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

ZORAN CORP.

Ticker:       ZRAN           Security ID:  98975F101
Meeting Date: AUG 8, 2003    Meeting Type: Annual
Record Date:  JUN 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Levy Gerzberg              For       For        Management
2.2   Elect Director Uzia Galil                 For       For        Management
2.3   Elect Director James D. Meindl            For       For        Management
2.4   Elect Director James B. Owens, Jr.        For       For        Management
2.5   Elect Director Arthur B. Stabenow         For       For        Management
2.6   Elect Director Philip M. Young            For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management




=============== FIFTH THIRD SMALL CAP VALUE (CHARTWELL PORTION) ================


ALBANY INTERNATIONAL CORP.

Ticker:       AIN            Security ID:  012348108
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank R. Schmeler         For       Withhold   Management
1.2   Elect  Director Thomas R. Beecher, Jr.    For       Withhold   Management
1.3   Elect  Director Francis L. McKone         For       Withhold   Management
1.4   Elect  Director Barbara P. Wright         For       For        Management
1.5   Elect  Director Joseph G. Morone          For       For        Management
1.6   Elect  Director Christine L. Standish     For       Withhold   Management
1.7   Elect  Director Erland E. Kailbourne      For       For        Management
1.8   Elect  Director John C. Standish          For       Withhold   Management
1.9   Elect  Director Hugh J. Murphy            For       For        Management
2     Approve Outside Director Stock Awards in  For       For        Management
      Lieu of Cash


- --------------------------------------------------------------------------------

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Eleanor Baum              For       For        Management
1.2   Elect  Director Cyrus F. Freidheim, Jr.   For       For        Management
1.3   Elect  Director Ted J. Kleisner           For       For        Management
2     Eliminate Cumulative Voting               For       Against    Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend Vote Requirements to Amend          For       For        Shareholder
      Articles/Bylaws/Charter
7     Submit Shareholder Rights Plan (Poison    For       For        Shareholder
      Pill) to Shareholder Vote
8     Declassify the Board of Directors         For       For        Shareholder
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Expense Stock Options                     Against   For        Shareholder
11    Adopt a Policy that will Commit Executive Against   For        Shareholder
      & Directors to Hold at Least 50% of their
      Shares
12    Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
13    Restore Preemptive Rights of Shareholders Against   Against    Shareholder
14    Reincorporate in Another State from       Against   For        Shareholder
      Maryland to Delaware


- --------------------------------------------------------------------------------

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: NOV 14, 2003   Meeting Type: Annual
Record Date:  SEP 29, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       For        Management
1.2   Elect Director Julia L. Johnson           For       For        Management
1.3   Elect Director Gunnar E. Sarsten          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Performance- Based/Indexed Options        Against   Against    Shareholder
5     Performance- Based/Indexed Options        Against   Against    Shareholder
6     Expense Stock Options                     Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
9     Declassify the Board of Directors         Against   For        Shareholder
10    Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
11    Reincorporate in Another State from       Against   For        Shareholder
      Maryland to Delaware


- --------------------------------------------------------------------------------

ALLEGHENY TECHNOLOGIES, INC.

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L. Patrick Hassey         For       For        Management
1.2   Elect  Director H. Kent Bowen             For       For        Management
1.3   Elect  Director John D. Turner            For       For        Management


- --------------------------------------------------------------------------------

AMERICAN EAGLE OUTFITTERS, INC.

Ticker:       AEOS           Security ID:  02553E106
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  APR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jon P. Diamond            For       Withhold   Management
1.2   Elect  Director James V. O'Donnell        For       Withhold   Management
1.3   Elect  Director Janice E. Page            For       For        Management
2     Expense Stock Options                     Against   For        Shareholder
3     Adopt ILO Based Code of Conduct           Against   Against    Shareholder


- --------------------------------------------------------------------------------

AMERICAN FINANCIAL REALTY TRUST

Ticker:       AFR            Security ID:  02607P305
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Glenn Blumenthal            For       For        Management
1.2   Elect Trustee John M. Eggemeyer III       For       For        Management
1.3   Elect Trustee Raymond Garea               For       For        Management
1.4   Elect Trustee Michael J. Hagan            For       For        Management
1.5   Elect Trustee John P. Hollihan III        For       For        Management
1.6   Elect Trustee William M. Kahane           For       For        Management
1.7   Elect Trustee Richard A. Kraemer          For       For        Management
1.8   Elect Trustee Lewis S. Ranieri            For       For        Management
1.9   Elect Trustee Nicholas S. Schorsch        For       For        Management


- --------------------------------------------------------------------------------

AMERICAN FINANCIAL REALTY TRUST

Ticker:       AFR            Security ID:  02607P305
Meeting Date: SEP 25, 2003   Meeting Type: Annual
Record Date:  AUG 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.a.1 Elect Trustee Glenn Blumenthal            For       For        Management
2.a.2 Elect Trustee John M. Eggemeyer III       For       For        Management
2.a.3 Elect Trustee Raymond Garea               For       For        Management
2.a.4 Elect Trustee Michael J. Hagan            For       For        Management
2.a.5 Elect Trustee John P. Hollihan III        For       For        Management
2.a.6 Elect Trustee William M. Kahane           For       For        Management
2.a.7 Elect Trustee Richard A. Kraemer          For       For        Management
2.a.8 Elect Trustee Lewis S. Ranieri            For       For        Management
2.a.9 Elect Trustee Nicholas S. Schorsch        For       For        Management
2.a.0 Elect Trustee J. Rock Tonkel              For       For        Management
2.b.1 Elect Trustee Glenn Blumenthal            For       For        Management
2.b.2 Elect Trustee Raymond Garea               For       For        Management
2.b.3 Elect Trustee William M. Kahane           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

ANIXTER INTERNATIONAL INC.

Ticker:       AXE            Security ID:  035290105
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lord James Blyth          For       For        Management
1.2   Elect  Director Robert L. Crandall        For       For        Management
1.3   Elect  Director Robert W. Grubbs Jr.      For       For        Management
1.4   Elect  Director F. Philip Handy           For       For        Management
1.5   Elect  Director Melvyn N. Klein           For       For        Management
1.6   Elect  Director Stuart M. Sloan           For       For        Management
1.7   Elect  Director Thomas C. Theobald        For       For        Management
1.8   Elect  Director Mary Agnes Wilderotter    For       For        Management
1.9   Elect  Director Matthew Zell              For       For        Management
1.10  Elect  Director Samuel Zell               For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

AXCELIS TECHNOLOGIES INC

Ticker:       ACLS           Security ID:  054540109
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary L. Tooker            For       For        Management
1.2   Elect  Director Patrick H. Nettles        For       For        Management
1.3   Elect  Director Alexander M. Cutler       For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BEMA GOLD CORP.

Ticker:       BGO.           Security ID:  08135F107
Meeting Date: JUN 23, 2004   Meeting Type: Annual/Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clive T. Johnson          For       Did Not    Management
                                                          Vote
1.2   Elect  Director R. Stuart Angus           For       Did Not    Management
                                                          Vote
1.3   Elect  Director Barry D. Rayment          For       Did Not    Management
                                                          Vote
1.4   Elect  Director Cole E. McFarland         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Eulogio Perez-Cotapos     For       Did Not    Management
                                                          Vote
1.6   Elect  Director Thomas I. A. Allen        For       Did Not    Management
                                                          Vote
1.7   Elect  Director Jerry R. Korpan           For       Did Not    Management
                                                          Vote
1.8   Elect  Director Robert M. D. Cross        For       Did Not    Management
                                                          Vote
1.9   Elect  Director Robert J. Gayton          For       Did Not    Management
                                                          Vote
2     Ratify PricewaterhouseCoopers LLP as      For       Did Not    Management
      Auditors                                            Vote
3     Amend Stock Option Plan to Increase       For       Did Not    Management
      Shares Resreved Thereunder                          Vote
4     Amend Stock Option Plan Re: Expiry Date   For       Did Not    Management
      of Options                                          Vote


- --------------------------------------------------------------------------------

BROOKLINE BANCORP, INC.

Ticker:       BRKL           Security ID:  11373M107
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David C. Chapin           For       For        Management
1.2   Elect  Director John L. Hall, II          For       For        Management
1.3   Elect  Director Hollis W. Plimpton, Jr.   For       For        Management
1.4   Elect  Director Rosamond B. Vaule         For       For        Management
1.5   Elect  Director Franklin Wyman, Jr.       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BROOKLINE BANCORP, INC.

Ticker:       BRKL           Security ID:  11373M107
Meeting Date: AUG 27, 2003   Meeting Type: Special
Record Date:  JUL 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Omnibus Stock Plan                For       For        Management
2     Approve Restricted Stock Plan             For       For        Management


- --------------------------------------------------------------------------------

CHATTEM, INC.

Ticker:       CHTT           Security ID:  162456107
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bill W. Stacy             For       For        Management
1.2   Elect  Director Zan Guerry                For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHOICE HOTELS INTERNATIONAL, INC.

Ticker:       CHH            Security ID:  169905106
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerry E. Robertson        For       For        Management
1.2   Elect  Director Raymond Schultz           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CIBER, INC.

Ticker:       CBR            Security ID:  17163B102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bobby G. Stevenson        For       For        Management
1.2   Elect  Director James C. Spira            For       For        Management
1.3   Elect  Director Peter H. Cheesbrough      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

CLARK, INC.

Ticker:       CLK            Security ID:  181457102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom Wamberg               For       For        Management
1.2   Elect  Director Randy Pohlman             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

Ticker:       CTCO           Security ID:  203349105
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank M. Henry            For       For        Management
1.2   Elect  Director Michael J. Mahoney        For       For        Management
1.3   Elect  Director John J. Whyte             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

CONSOL ENERGY, INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John L. Whitmire          For       For        Management
1.2   Elect  Director J. Brett Harvey           For       For        Management
1.3   Elect  Director James E. Altmeyer Sr.     For       For        Management
1.4   Elect  Director Philip W. Baxter          For       For        Management
1.5   Elect  Director William E. Davis          For       For        Management
1.6   Elect  Director Raj K. Gupta              For       For        Management
1.7   Elect  Director Patricia A. Hammick       For       For        Management
1.8   Elect  Director William P. Powell         For       For        Management
1.9   Elect  Director Joseph T. Williams        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

COOPER TIRE & RUBBER CO.

Ticker:       CTB            Security ID:  216831107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur H. Aronson         For       For        Management
1.2   Elect  Director Thomas A. Dattilo         For       For        Management
1.3   Elect  Director Byron O. Pond             For       For        Management
2     Ratify Auditors                           Against   For        Shareholder


- --------------------------------------------------------------------------------

COORS (ADOLPH) COMPANY

Ticker:       RKY            Security ID:  217016104
Meeting Date: OCT 3, 2003    Meeting Type: Special
Record Date:  AUG 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Change State of Incorporation from        For       For        Management
      Colorado to Delaware
2     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

COPART, INC.

Ticker:       CPRT           Security ID:  217204106
Meeting Date: DEC 8, 2003    Meeting Type: Annual
Record Date:  OCT 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willis J. Johnson          For       For        Management
1.2   Elect Director A. Jayson Adair            For       For        Management
1.3   Elect Director Harold Blumenstein         For       For        Management
1.4   Elect Director James Grosfeld             For       For        Management
1.5   Elect Director James E. Meeks             For       For        Management
1.6   Elect Director Marvin L. Schmidt          For       For        Management
1.7   Elect Director Jonathan Vannini           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CSK AUTO CORP.

Ticker:       CAO            Security ID:  125965103
Meeting Date: JUN 16, 2004   Meeting Type: Annual
Record Date:  APR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Maynard Jenkins           For       For        Management
1.2   Elect  Director James G. Bazlen           For       For        Management
1.3   Elect  Director Morton Godlas             For       For        Management
1.4   Elect  Director Terilyn A. Henderson      For       For        Management
1.5   Elect  Director Charles K. Marquis        For       For        Management
1.6   Elect  Director Charles J. Philippin      For       For        Management
1.7   Elect  Director William A. Shutzer        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

Ticker:       DTG            Security ID:  256743105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Molly Shi Boren           For       For        Management
1.2   Elect  Director Thomas P. Capo            For       For        Management
1.3   Elect  Director Maryann N. Keller         For       For        Management
1.4   Elect  Director Hon. Edward C. Lumley     For       For        Management
1.5   Elect  Director Gary L. Paxton            For       For        Management
1.6   Elect  Director John C. Pope              For       For        Management
1.7   Elect  Director John P. Tierney           For       For        Management
1.8   Elect  Director Edward L. Wax             For       For        Management


- --------------------------------------------------------------------------------

ELECTRONICS BOUTIQUE HOLDINGS CORP.

Ticker:       ELBO           Security ID:  286045109
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:  MAY 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James J. Kim              For       For        Management
1.2   Elect  Director Alfred J. Stein           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management


- --------------------------------------------------------------------------------

ELECTRONICS FOR IMAGING, INC.

Ticker:       EFII           Security ID:  286082102
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gill Cogan                For       Did Not    Management
                                                          Vote
1.2   Elect  Director Jean-Louis Gassee         For       Did Not    Management
                                                          Vote
1.3   Elect  Director Guy Gecht                 For       Did Not    Management
                                                          Vote
1.4   Elect  Director James S. Greene           For       Did Not    Management
                                                          Vote
1.5   Elect  Director Dan Maydan                For       Did Not    Management
                                                          Vote
1.6   Elect  Director Fred Rosenzweig           For       Did Not    Management
                                                          Vote
1.7   Elect  Director Thomas I. Unterberg       For       Did Not    Management
                                                          Vote
1.8   Elect  Director David Peterschmidt        For       Did Not    Management
                                                          Vote
2     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

ELKCORP

Ticker:       ELK            Security ID:  287456107
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas D. Karol            For       For        Management
1.2   Elect Director Dale V. Kesler             For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ENERGY PARTNERS, LTD

Ticker:       EPL            Security ID:  29270U105
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard A. Bachmann       For       For        Management
1.2   Elect  Director John C Bumgarner          For       For        Management
1.3   Elect  Director Jerry D. Carlisle         For       For        Management
1.4   Elect  Director Harold D. Carter          For       For        Management
1.5   Elect  Director Enoch L. Dawkins          For       For        Management
1.6   Elect  Director Robert D. Gershen         For       For        Management
1.7   Elect  Director William O. Hiltz          For       Withhold   Management
1.8   Elect  Director John G. Phillips          For       For        Management
1.9   Elect  Director Dr. Eamon M. Kelly        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

FLORIDA EAST COAST INDUSTRIES, INC.

Ticker:       FLA            Security ID:  340632108
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert W. Anestis         For       For        Management
1.2   Elect  Director Robert D. Fagan           For       For        Management
1.3   Elect  Director David M. Foster           For       For        Management
1.4   Elect  Director Allen C. Harper           For       For        Management
1.5   Elect  Director Adolfo Henriques          For       For        Management
1.6   Elect  Director James E. Jordan           For       For        Management
1.7   Elect  Director Gilbert H. Lamphere       For       For        Management
1.8   Elect  Director John S. Lord              For       For        Management
1.9   Elect  Director Joseph Nemec              For       For        Management
1.10  Elect  Director Herbert H. Peyton         For       For        Management
1.11  Elect  Director James J. Pieczynski       For       For        Management
1.12  Elect  Director W. L. Thornton            For       Withhold   Management


- --------------------------------------------------------------------------------

FOSSIL, INC.

Ticker:       FOSL           Security ID:  349882100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tom Kartsotis             For       Withhold   Management
1.2   Elect  Director Jal S. Shroff             For       Withhold   Management
1.3   Elect  Director Donald J. Stone           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

FRONTIER OIL CORP.

Ticker:       FTO            Security ID:  35914P105
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Gibbs            For       For        Management
1.2   Elect  Director Douglas Y. Bech           For       For        Management
1.3   Elect  Director G. Clyde Buck             For       For        Management
1.4   Elect  Director T. Michael Dossey         For       For        Management
1.5   Elect  Director James H. Lee              For       For        Management
1.6   Elect  Director Paul B. Loyd, Jr.         For       For        Management
1.7   Elect  Director Carl W. Schafer           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FURNITURE BRANDS INTERNATIONAL, INC.

Ticker:       FBN            Security ID:  360921100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director K.B. Bell                 For       For        Management
1.2   Elect  Director J.T. Foy                  For       For        Management
1.3   Elect  Director W.G. Holliman             For       For        Management
1.4   Elect  Director J.R. Jordan, Jr.          For       For        Management
1.5   Elect  Director D.E. Lasater              For       For        Management
1.6   Elect  Director L.M. Liberman             For       For        Management
1.7   Elect  Director R.B. Loynd                For       For        Management
1.8   Elect  Director B.L. Martin               For       For        Management
1.9   Elect  Director A.B. Patterson            For       For        Management
1.10  Elect  Director A.E. Suter                For       For        Management


- --------------------------------------------------------------------------------

GARDNER DENVER, INC.

Ticker:       GDI            Security ID:  365558105
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Hansen           For       For        Management
1.2   Elect  Director Thomas M. McKenna         For       For        Management
1.3   Elect  Director Diane K. Schumacher       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

GLOBAL INDUSTRIES, LTD.

Ticker:       GLBL           Security ID:  379336100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Dore           For       For        Management
1.2   Elect  Director James C. Day              For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director Edgar G. Hotard           For       For        Management
1.5   Elect  Director Richard A. Pattarozz      For       For        Management
1.6   Elect  Director James L. Payne            For       For        Management
1.7   Elect  Director Michael J. Pollock        For       Withhold   Management
1.8   Elect  Director Luis K. Tellez            For       For        Management


- --------------------------------------------------------------------------------

GRAFTECH INTERNATIONAL, LTD.

Ticker:       GTI            Security ID:  384313102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gilbert E. Playford       For       For        Management
1.2   Elect  Director R. Eugene Cartledge       For       For        Management
1.3   Elect  Director Mary B. Cranston          For       For        Management
1.4   Elect  Director John R. Hall              For       For        Management
1.5   Elect  Director Harold E. Layman          For       For        Management
1.6   Elect  Director Ferrell P. McClean        For       For        Management
1.7   Elect  Director Michael C. Nahl           For       For        Management
1.8   Elect  Director Craig S. Shular           For       For        Management
2     Amend Pension and Retirement Medical      Against   Against    Shareholder
      Insurance Plan


- --------------------------------------------------------------------------------

H.B. FULLER CO.

Ticker:       FUL            Security ID:  359694106
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Norbert R. Berg           For       For        Management
1.2   Elect  Director Knut Kleedehn             For       For        Management
1.3   Elect  Director John C. van Roden, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HECLA MINING CO.

Ticker:       HL             Security ID:  422704106
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ted Crumley               For       For        Management
1.2   Elect  Director Charles L. McAlpine       For       For        Management
1.3   Elect  Director Jorge E. Ordonez C.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

HERSHA HOSPITALITY TRUST

Ticker:       HT             Security ID:  427825104
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Trustee Thomas S. Capello          For       For        Management
1.2   Elect  Trustee Donald J. Landry           For       For        Management
1.3   Elect  Trustee William Lehr, Jr.          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

HYPERION SOLUTIONS CORP.

Ticker:       HYSL           Security ID:  44914M104
Meeting Date: NOV 10, 2003   Meeting Type: Annual
Record Date:  SEP 16, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey Rodek              For       For        Management
1.2   Elect Director Aldo Papone                For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

IMATION CORP.

Ticker:       IMN            Security ID:  45245A107
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glen A. Taylor            For       For        Management
1.2   Elect  Director Daryl J. White            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

INDEPENDENCE COMMUNITY BANK CORP.

Ticker:       ICBC           Security ID:  453414104
Meeting Date: MAR 8, 2004    Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

INTEGRATED DEVICE TECHNOLOGY, INC.

Ticker:       IDTI           Security ID:  458118106
Meeting Date: SEP 12, 2003   Meeting Type: Annual
Record Date:  JUL 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gregory S. Lang            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       Against    Management


- --------------------------------------------------------------------------------

JACUZZI BRANDS INC

Ticker:       JJZ            Security ID:  469865109
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 23, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
A.1   Elect Director Veronica M. Hagen as Class For       For        Management
      I Director
A.2   Elect Director Sir Harry Solomon as Class For       For        Management
      I Director
A.3   Elect Director David H. Clarke as Class   For       For        Management
      III Director
A.4   Elect Director Claudia E. Morf as Class   For       For        Management
      III Director
A.5   Elect Director Robert R. Womack as Class  For       For        Management
      III Director
B     Ratify Auditors                           For       For        Management
C     Approve Omnibus Stock Plan                For       For        Management
D     Approve Option Exchange Program           For       Against    Management


- --------------------------------------------------------------------------------

KADANT INC

Ticker:       KAI            Security ID:  48282T104
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William A. Rainville      For       For        Management


- --------------------------------------------------------------------------------

KAYDON CORP.

Ticker:       KDN            Security ID:  486587108
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Brandon          For       For        Management
1.2   Elect  Director Gerald J. Breen           For       For        Management
1.3   Elect  Director Brian P. Campbell         For       For        Management
1.4   Elect  Director Thomas C. Sullivan        For       For        Management
1.5   Elect  Director Robert M. Teeter          For       For        Management
1.6   Elect  Director B. Joseph White           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KEANE, INC.

Ticker:       KEA            Security ID:  486665102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John H. Fain              For       For        Management
1.2   Elect  Director John F. Keane             For       For        Management
1.3   Elect  Director John F. Rockart           For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LA-Z-BOY INC.

Ticker:       LZB            Security ID:  505336107
Meeting Date: AUG 12, 2003   Meeting Type: Annual
Record Date:  JUN 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John H. Foss               For       For        Management
1.2   Elect Director Patrick H. Norton          For       For        Management
1.3   Elect Director Helen O. Petrauskas        For       For        Management
2     Amend Non-Employee Director Restricted    For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

LAWSON SOFTWARE INC

Ticker:       LWSN           Security ID:  520780107
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John J. Coughlan           For       For        Management
1.2   Elect Director David J. Eskra             For       For        Management
1.3   Elect Director David R. Hubers            For       For        Management
1.4   Elect Director Thomas G. Hudson           For       For        Management
1.5   Elect Director Richard D. Kreysar         For       For        Management
1.6   Elect Director David S. B. Lang           For       For        Management
1.7   Elect Director H. Richard Lawson          For       For        Management
1.8   Elect Director Michael A. Rocca           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LIFEPOINT HOSPITALS, INC.

Ticker:       LPNT           Security ID:  53219L109
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director DeWitt Ezell, Jr.         For       For        Management
1.2   Elect  Director William V. Lapham         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LINENS 'N THINGS, INC.

Ticker:       LIN            Security ID:  535679104
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanley P. Goldstein      For       For        Management
1.2   Elect  Director Robert Kamerschen         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

METHODE ELECTRONICS, INC.

Ticker:       METH           Security ID:  591520200
Meeting Date: FEB 17, 2004   Meeting Type: Annual
Record Date:  JAN 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Warren L. Batts           For       For        Management
1.2   Elect  Director William C. Croft          For       For        Management
1.3   Elect  Director Donald W. Duda            For       For        Management
1.4   Elect  Director Christopher J. Hornung    For       For        Management
1.5   Elect  Director William T. Jensen         For       For        Management
1.6   Elect  Director Paul G. Shelton           For       For        Management
1.7   Elect  Director Lawrence B. Skatoff       For       For        Management
1.8   Elect  Director George C. Wright          For       For        Management


- --------------------------------------------------------------------------------

METHODE ELECTRONICS, INC.

Ticker:       METH           Security ID:  591520200
Meeting Date: JAN 8, 2004    Meeting Type: Special
Record Date:  NOV 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management


- --------------------------------------------------------------------------------

MINERALS TECHNOLOGIES, INC.

Ticker:       MTX            Security ID:  603158106
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John B. Curcio            For       For        Management
1.2   Elect  Director Paul R. Saueracker        For       For        Management
1.3   Elect  Director William C. Stivers        For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MOBILE MINI, INC.

Ticker:       MINI           Security ID:  60740F105
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  MAY 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald J. Marusiak        For       For        Management
1.2   Elect  Director Lawrence Trachtenberg     For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

NN, INC.

Ticker:       NNBR           Security ID:  629337106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael E. Werner         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

O'CHARLEY'S INC.

Ticker:       CHUX           Security ID:  670823103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William F. Andrews        For       For        Management
1.2   Elect  Director John E. Stokely           For       For        Management
1.3   Elect  Director H. Steve Tidwell          For       For        Management


- --------------------------------------------------------------------------------

ORTHODONTIC CENTERS OF AMERICA, INC.

Ticker:       OCA            Security ID:  68750P103
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D J L Buchman, Dmd, Ms    For       Withhold   Management
1.2   Elect  Director Kevin M. Dolan            For       For        Management
1.3   Elect  Director Linda C. Girard           For       For        Management
1.4   Elect  Director David W. Vignes           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PAXAR CORP.

Ticker:       PXR            Security ID:  704227107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur Hershaft           For       For        Management
1.2   Elect  Director Joyce F. Brown            For       For        Management
1.3   Elect  Director David L. Kolb             For       For        Management
1.4   Elect  Director Thomas R. Loemker         For       For        Management
1.5   Elect  Director James C. McGroddy         For       For        Management
1.6   Elect  Director Harvey L. Ganis           For       For        Management
1.7   Elect  Director Roger M. Widmann          For       For        Management


- --------------------------------------------------------------------------------

PERRY ELLIS INTERNATIONAL, INC.

Ticker:       PERY           Security ID:  288853104
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Feldenkreis        For       For        Management
1.2   Elect  Director Gary Dix                  For       For        Management
1.3   Elect  Director Leonard Miller            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PIPER JAFFRAY COS

Ticker:       PJC            Security ID:  724078100
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew S. Duff            For       For        Management
1.2   Elect  Director Samuel L. Kaplan          For       For        Management
1.3   Elect  Director Frank L. Sims             For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect H. Baldwin, J. Bank, D. Carmichael, For       Did Not    Management
      N. Currie, J. Fishman, G. Morrison, S.              Vote
      Newman, and P. Pruitt as Directors
2a    Elect G. Morrison as Director of Platinum For       Did Not    Management
      Underwriters  Bermuda, Ltd.                         Vote
2b    Elect M. Price as Director of Platinum    For       Did Not    Management
      Underwriters Bermuda, Ltd.                          Vote
2c    Elect W. Robbie as Director of Platinum   For       Did Not    Management
      Underwriters Bermuda, Ltd.                          Vote
3a    Elect W. Robbie as Director of Platinum   For       Did Not    Management
      Re (UK) Ltd.                                        Vote
3b    Elect R Worsley as Director of Platinum   For       Did Not    Management
      Re (UK) Ltd.                                        Vote
4     Amend Bylaws  Re: Remove Requirement that For       Did Not    Management
      Shareholders Consider Matters of Non-US             Vote
      Subsidiaries
5     Approve Omnibus 2002 Share Incentive Plan For       Did Not    Management
                                                          Vote
6     Ratify KPMG LLP as Auditors               For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Furlong Baldwin        For       For        Management
1.2   Elect  Director Jonathan F. Bank          For       For        Management
1.3   Elect  Director Dan R. Carmichael         For       For        Management
1.4   Elect  Director Neill A. Currie           For       For        Management
1.5   Elect  Director Jay S. Fishman            For       For        Management
1.6   Elect  Director Gregory E.A. Morrison     For       For        Management
1.7   Elect  Director Steven H. Newman          For       For        Management
1.8   Elect  Director Peter T. Pruitt           For       For        Management
2     THE PROPOSAL TO ELECT GREGORY E.A.        For       For        Management
      MORRISON TO THE BOARD OF DIRECTORS OF
      PLATINUM UNDERWRITERS BERMUDA, LTD.
3     THE PROPOSAL TO ELECT MICHAEL D. PRICE TO For       For        Management
      THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
4     THE PROPOSAL TO ELECT WILLIAM A. ROBBIE   For       For        Management
      TO THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
5     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      WILLIAM A. ROBBIE TO THE BOARD OF
      DIRECTORS OF PLATINUM RE (UK) LIMITED.
6     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      RUSSELL WORSLEY TO THE BOARD OF DIRECTORS
      OF PLATINUM RE (UK) LIMITED.
7     THE PROPOSAL TO AMEND BYE-LAWS OF THE     For       For        Management
      COMPANY BY REMOVING SECTION 44(2), WHICH
      REQUIRES THE SHAREHOLDERS OF THE COMPANY
      TO CONSIDER MATTERS THAT ARE SUBMITTED TO
      THE SHAREHOLDERS OF THE COMPANY S
      NON-U.S. SUBSIDIARIES.
8     THE PROPOSAL TO APPROVE THE COMPANY S     For       For        Management
      2002 SHARE INCENTIVE PLAN.
9     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: SEP 17, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect H. Baldwin, J. Bank, D. Carmichael, For       Did Not    Management
      N. Currie, J. Fishman, G. Morrison, S.              Vote
      Newman, and P. Pruitt as Directors
2a    Elect G. Morrison as Director of Platinum For       Did Not    Management
      Underwriters Bermuda, Ltd.                          Vote
2b    Elect M. Price as Director of Platinum    For       Did Not    Management
      Underwriters Bermuda, Ltd.                          Vote
2c    Elect W. Robble as Director of Platinum   For       Did Not    Management
      Underwriters Bermuda, Ltd.                          Vote
3a    Elect G. Morrison as Director of Platinum For       Did Not    Management
      Re (UK) Ltd.                                        Vote
3b    Elect C. Pettengell as Director of        For       Did Not    Management
      Platinum Re (UK) Ltd.                               Vote
3c    Elect R. Porter as Director of Platinum   For       Did Not    Management
      Re (UK) Ltd.                                        Vote
4     Approve Section 162(m) Performance        For       Did Not    Management
      Incentive Plan                                      Vote
5     Ratify KPMG as Auditors                   For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

POLYONE CORP.

Ticker:       POL            Security ID:  73179P106
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Cartwright       For       For        Management
1.2   Elect  Director Gale Duff-Bloom           For       For        Management
1.3   Elect  Director J. Douglas Campbell       For       For        Management
1.4   Elect  Director Wayne R. Embry            For       For        Management
1.5   Elect  Director Robert A. Garda           For       For        Management
1.6   Elect  Director Gordon D. Harnett         For       For        Management
1.7   Elect  Director David H. Hoag             For       For        Management
1.8   Elect  Director William F. Patient        For       For        Management
1.9   Elect  Director Thomas A. Waltermire      For       For        Management
1.10  Elect  Director Farah M. Walters          For       For        Management
2     Amend Deferred Compensation Plan          For       For        Management


- --------------------------------------------------------------------------------

PRECISION DRILLING CORPORATION

Ticker:       PD.            Security ID:  74022D100
Meeting Date: MAY 11, 2004   Meeting Type: Annual/Special
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect W.C. Dunn, Robert J.S. Gibson,      For       For        Management
      Murray K. Mullen, Patrick M. Murray, Fred
      W. Pheasey, Robert L. Phillips, Hank B.
      Swartout, H.Garth Wiggins as Directors
2     Ratify Auditors                           For       For        Management
3     Approve 2004 Stock Option Plan            For       Against    Management


- --------------------------------------------------------------------------------

PUGET ENERGY, INC.

Ticker:       PSD            Security ID:  745310102
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Phyllis J. Campbell       For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Dr. Kenneth P. Mortimer   For       For        Management
1.4   Elect  Director Stephen P. Reynolds       For       For        Management


- --------------------------------------------------------------------------------

QUIKSILVER, INC.

Ticker:       ZQK            Security ID:  74838C106
Meeting Date: MAR 26, 2004   Meeting Type: Annual
Record Date:  FEB 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William M. Barnum, Jr.    For       For        Management
1.2   Elect  Director Charles E. Crowe          For       Withhold   Management
1.3   Elect  Director Michael H. Gray           For       For        Management
1.4   Elect  Director Robert G. Kirby           For       Withhold   Management
1.5   Elect  Director Bernard Mariette          For       Withhold   Management
1.6   Elect  Director Robert B. McKnight, Jr.   For       Withhold   Management
1.7   Elect  Director Franck Riboud             For       Withhold   Management
1.8   Elect  Director Tom Roach                 For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approval of the Terms of the Executive    For       For        Management
      Incentive Plan


- --------------------------------------------------------------------------------

RADISYS CORP.

Ticker:       RSYS           Security ID:  750459109
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Scott Gibson           For       For        Management
1.2   Elect  Director Scott C. Grout            For       For        Management
1.3   Elect  Director Ken J. Bradley            For       For        Management
1.4   Elect  Director Richard J. Faubert        For       For        Management
1.5   Elect  Director Dr. William W. Lattin     For       For        Management
1.6   Elect  Director Kevin C. Melia            For       For        Management
1.7   Elect  Director Carl W. Neun              For       For        Management
1.8   Elect  Director Jean-Pierre D. Patkay     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

RECKSON ASSOCIATES REALTY CORP.

Ticker:       RA             Security ID:  75621K106
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2     Amend Stock Ownership Limitations         For       For        Management
3.1   Elect  Director Peter Quick               For       For        Management
3.2   Elect  Director Stanley Steinberg         For       Withhold   Management
3.3   Elect  Director John Ruffle               For       For        Management
3.4   Elect  Director Elizabeth McCaul          For       For        Management
3.5   Elect  Director Douglas Crocker II        For       For        Management
3.6   Elect  Director Scott H. Rechler          For       For        Management
3.7   Elect  Director Donald J. Rechler         For       For        Management
3.8   Elect  Director Lewis S. Ranieri          For       Withhold   Management
3.9   Elect  Director Ronald H. Menaker         For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ROWAN COMPANIES, INC.

Ticker:       RDC            Security ID:  779382100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William T. Fox III        For       For        Management
1.2   Elect  Director Sir Graham Hearne         For       For        Management
1.3   Elect  Director H. E. Lentz               For       For        Management
1.4   Elect  Director P. Dexter Peacock         For       For        Management


- --------------------------------------------------------------------------------

RPM INTERNATIONAL INC.

Ticker:       RPM            Security ID:  749685103
Meeting Date: OCT 10, 2003   Meeting Type: Annual
Record Date:  AUG 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce A. Carbonari         For       For        Management
1.2   Elect Director James A. Karman            For       For        Management
1.3   Elect Director Donald K. Miller           For       For        Management
1.4   Elect Director Joseph P. Viviano          For       For        Management
2     Approve Non-Employee Director Restricted  For       For        Management
      Stock Plan


- --------------------------------------------------------------------------------

RUBY TUESDAY, INC.

Ticker:       RI             Security ID:  781182100
Meeting Date: OCT 7, 2003    Meeting Type: Annual
Record Date:  AUG 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dr. Donald Ratajczak       For       For        Management
1.2   Elect Director Samuel E. Beall, III       For       For        Management
1.3   Elect Director Claire L. Arnold           For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Report on Impact of Genetically           Against   Against    Shareholder
      Engineered Foods


- --------------------------------------------------------------------------------

SCOTTISH RE GROUP LTD

Ticker:       SCT            Security ID:  G7885T104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Michael C. French and Hazel R.      For       Did Not    Management
      O'Leary as Directors                                Vote
2     Approve 2004 Equity Incentive             For       Did Not    Management
      Compensation Plan                                   Vote
3     Ratify Ernst & Young LLP as Auditors      For       Did Not    Management
                                                          Vote
4     Transact Other Business (Non-Voting)      None      Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

SCOTTISH RE GROUP LTD

Ticker:       SCT            Security ID:  G7885T104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael C. French         For       For        Management
1.2   Elect  Director Hazel R. O'Leary          For       For        Management
2     APPROVAL OF 2004 EQUITY INCENTIVE         For       For        Management
      COMPENSATION PLAN
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SCS TRANSPORTATION, INC.

Ticker:       SCST           Security ID:  81111T102
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John J. Holland           For       For        Management
1.2   Elect  Director Douglas W. Rockel         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SKY FINANCIAL GROUP, INC.

Ticker:       SKYF           Security ID:  83080P103
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred H. Johnson, III      For       For        Management
1.2   Elect  Director James C. McBane           For       For        Management
1.3   Elect  Director Gerard P. Mastroianni     For       For        Management
1.4   Elect  Director Robert E. Spitler         For       For        Management
1.5   Elect  Director Joseph N. Tosh, II        For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Restricted Stock Plan             For       For        Management


- --------------------------------------------------------------------------------

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: SEP 3, 2003    Meeting Type: Annual
Record Date:  JUL 11, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph W. Luter, III       For       For        Management
1.2   Elect Director Wendell H. Murphy          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SOVEREIGN BANCORP, INC.

Ticker:       SOV            Security ID:  845905108
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Andrew C. Hove, Jr.       For       Withhold   Management
1.2   Elect  Director Daniel K. Rothermel       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Stock Plan and Employee Stock     For       Against    Management
      Purchase Plan
5     Approve Bonus Plan                        For       Against    Management


- --------------------------------------------------------------------------------

STEINER LEISURE LTD.

Ticker:       STNR           Security ID:  P8744Y102
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles D. Finkelstein*   For       For        Management
1.2   Elect  Director Jonathan D. Mariner*      For       For        Management
1.3   Elect  Director David S. Harris**         For       For        Management
2     APPROVAL OF 2004 EQUITY INCENTIVE PLAN.   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STILLWATER MINING CO.

Ticker:       SWC            Security ID:  86074Q102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig L. Fuller           For       For        Management
1.2   Elect  Director Patrick M. James          For       For        Management
1.3   Elect  Director Steven S. Lucas           For       For        Management
1.4   Elect  Director Joseph P. Mazurek         For       Withhold   Management
1.5   Elect  Director Francis R. Mcallister     For       For        Management
1.6   Elect  Director Sheryl K. Pressler        For       For        Management
1.7   Elect  Director Donald W. Riegle, Jr.     For       For        Management
1.8   Elect  Director Todd D. Schafer           For       For        Management
1.9   Elect  Director Jack E. Thompson          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TECHNITROL, INC.

Ticker:       TNL            Security ID:  878555101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David H. Hofmann          For       For        Management
1.2   Elect  Director Edward M. Mazze           For       For        Management


- --------------------------------------------------------------------------------

TOO, INC.

Ticker:       TOO            Security ID:  890333107
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David A. Krinsky          For       For        Management
1.2   Elect  Director Kenneth J. Strottman      For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


- --------------------------------------------------------------------------------

URS CORP.

Ticker:       URS            Security ID:  903236107
Meeting Date: MAR 23, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Jesse Arnelle          For       For        Management
1.2   Elect  Director Richard C. Blum           For       For        Management
1.3   Elect  Director Armen Der Marderosian     For       For        Management
1.4   Elect  Director Mickey P. Foret           For       For        Management
1.5   Elect  Director Martin M. Koffel          For       For        Management
1.6   Elect  Director Richard B. Madden         For       For        Management
1.7   Elect  Director General Joseph W.         For       For        Management
      Ralston, USAF (Ret.)
1.8   Elect  Director John D. Roach             For       For        Management
1.9   Elect  Director William D. Walsh          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


- --------------------------------------------------------------------------------

WASTE CONNECTIONS, INC.

Ticker:       WCN            Security ID:  941053100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald J. Mittelstaedt    For       For        Management
2     Increase Authorized Common Stock and      For       For        Management
      Eliminate Class of Preferred Stock
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WOLVERINE WORLD WIDE, INC.

Ticker:       WWW            Security ID:  978097103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Geoffrey B. Bloom         For       For        Management
1.2   Elect  Director David T. Kollat           For       For        Management
1.3   Elect  Director David P. Mehney           For       For        Management
1.4   Elect  Director Timothy J. O'Donovan      For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ZORAN CORP.

Ticker:       ZRAN           Security ID:  98975F101
Meeting Date: AUG 8, 2003    Meeting Type: Annual
Record Date:  JUN 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Levy Gerzberg              For       For        Management
2.2   Elect Director Uzia Galil                 For       For        Management
2.3   Elect Director James D. Meindl            For       For        Management
2.4   Elect Director James B. Owens, Jr.        For       For        Management
2.5   Elect Director Arthur B. Stabenow         For       For        Management
2.6   Elect Director Philip M. Young            For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Amend Employee Stock Purchase Plan        For       For        Management
5     Ratify Auditors                           For       For        Management




============== FIFTH THIRD SMALL CAP VALUE (FIFTH THIRD PORTION) ===============


ABERCROMBIE & FITCH CO.

Ticker:       ANF            Security ID:  002896207
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John A. Golden            For       For        Management
1.2   Elect  Director Seth R. Johnson           For       Withhold   Management
1.3   Elect  Director Edward F. Limato          For       For        Management


- --------------------------------------------------------------------------------

AGRIUM INC.

Ticker:       AGU.           Security ID:  008916108
Meeting Date: APR 28, 2004   Meeting Type: Annual/Special
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Neil Carragher            For       For        Management
1.2   Elect  Director Ralph S. Cunningham       For       For        Management
1.3   Elect  Director D. Grant Devine           For       For        Management
1.4   Elect  Director Susan A. Henry            For       For        Management
1.5   Elect  Director Frank W. King             For       For        Management
1.6   Elect  Director Frank W. Proto            For       For        Management
1.7   Elect  Director Harry G. Schaefer         For       For        Management
1.8   Elect  Director Michael M. Wilson         For       For        Management
1.9   Elect  Director Victor J. Zaleschuk       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)


- --------------------------------------------------------------------------------

AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis G. Cole             For       For        Management
1.2   Elect  Director Charles D. Klein          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANDRX CORP.

Ticker:       ADRX           Security ID:  034553107
Meeting Date: JUN 4, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lawrence J. DuBow         For       For        Management
1.2   Elect  Director Elliot F. Hahn, Ph.D.     For       For        Management
1.3   Elect  Director Thomas P. Rice            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANNTAYLOR STORES CORP.

Ticker:       ANN            Security ID:  036115103
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Grayson         For       For        Management
1.2   Elect  Director Rochelle B. Lazarus       For       For        Management
1.3   Elect  Director J. Patrick Spainhour      For       For        Management
1.4   Elect  Director Michael W. Trapp          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eleanor Baum               For       For        Management
1.2   Elect Director J. Veronica Biggins        For       For        Management
1.3   Elect Director Lawrence W. Clarkson       For       For        Management
1.4   Elect Director Ehud Houminer              For       For        Management
1.5   Elect Director James A. Lawrence          For       For        Management
1.6   Elect Director Ray M. Robinson            For       For        Management
1.7   Elect Director Frederic Salerno           For       For        Management
1.8   Elect Director Gary L. Tooker             For       For        Management
1.9   Elect Director Roy Vallee                 For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BEMA GOLD CORP.

Ticker:       BGO.           Security ID:  08135F107
Meeting Date: JUN 23, 2004   Meeting Type: Annual/Special
Record Date:  MAY 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clive T. Johnson          For       Did Not    Management
                                                          Vote
1.2   Elect  Director R. Stuart Angus           For       Did Not    Management
                                                          Vote
1.3   Elect  Director Barry D. Rayment          For       Did Not    Management
                                                          Vote
1.4   Elect  Director Cole E. McFarland         For       Did Not    Management
                                                          Vote
1.5   Elect  Director Eulogio Perez-Cotapos     For       Did Not    Management
                                                          Vote
1.6   Elect  Director Thomas I. A. Allen        For       Did Not    Management
                                                          Vote
1.7   Elect  Director Jerry R. Korpan           For       Did Not    Management
                                                          Vote
1.8   Elect  Director Robert M. D. Cross        For       Did Not    Management
                                                          Vote
1.9   Elect  Director Robert J. Gayton          For       Did Not    Management
                                                          Vote
2     Ratify PricewaterhouseCoopers LLP as      For       Did Not    Management
      Auditors                                            Vote
3     Amend Stock Option Plan to Increase       For       Did Not    Management
      Shares Resreved Thereunder                          Vote
4     Amend Stock Option Plan Re: Expiry Date   For       Did Not    Management
      of Options                                          Vote


- --------------------------------------------------------------------------------

CAL DIVE INTERNATIONAL, INC.

Ticker:       CDIS           Security ID:  127914109
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Owen Kratz                For       For        Management
1.2   Elect  Director Bernard J. Duroc-Danner   For       For        Management
1.3   Elect  Director John V. Lovoi             For       For        Management


- --------------------------------------------------------------------------------

CAMBIOR INC.

Ticker:       CBJ.           Security ID:  13201L103
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Alexander Balogh, Guy Dufresne,     For       For        Management
      Graham Farquharson, Michel Gaucher, Louis
      Gignac, John Hick, Robert Normand, Kazuo
      Shuto as Directors
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CIRCUIT CITY STORES, INC.

Ticker:       CC             Security ID:  172737108
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.V. Goings               For       For        Management
1.2   Elect  Director James F. Hardymon         For       For        Management
1.3   Elect  Director Allen B. King             For       For        Management
1.4   Elect  Director J. Patrick Spainhour      For       For        Management
1.5   Elect  Director Carolyn Y. Woo            For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CITY NATIONAL CORP.

Ticker:       CYN            Security ID:  178566105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Russell Goldsmith         For       For        Management
1.2   Elect  Director Michael L. Meyer          For       For        Management
1.3   Elect  Director Ronald L. Olson           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


- --------------------------------------------------------------------------------

COVANCE INC.

Ticker:       CVD            Security ID:  222816100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Baylis          For       Withhold   Management
1.2   Elect  Director Irwin Lerner              For       Withhold   Management
2     Declassify the Board of Directors         Against   For        Shareholder
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

ELDORADO GOLD CORP LTD.

Ticker:       ELD            Security ID:  284902103
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John S. Auston            For       For        Management
1.2   Elect  Director K. Ross Cory              For       For        Management
1.3   Elect  Director Robert R. Gilmore         For       For        Management
1.4   Elect  Director Wayne D. Lenton           For       For        Management
1.5   Elect  Director Hugh C. Morris            For       For        Management
1.6   Elect  Director Paul N. Wright            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Authorize Board to Fix Remuneration of    For       For        Management
      the Auditors
4     Amend Incentive Stock Option Plan         For       Against    Management


- --------------------------------------------------------------------------------

ENDURANCE SPECIALTY HOLDINGS

Ticker:       ENH            Security ID:  G30397106
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect John T. Baily, Charles G. Froland,  For       Did Not    Management
      and James R. Kroner as Class II Directors           Vote
      of Endurance Specialty Holdings Limited
2     Elect J Baily, W Bolinder, D Cole, J      For       Did Not    Management
      Coslet, A DiNovi, B Ehrhart, C Froland, J           Vote
      Kroner, K LeStrange, R Perry, and R Spass
      as Directors of Endurance Specialty
      Insurance Ltd.
3     Elect J Baily, W Bolinder, M Boucher, D   For       Did Not    Management
      Cole, J Coslet, A DiNovi, B Ehrhart, C              Vote
      Froland, K LeStrange, S Minshall, R
      Perry, and R Spass as Directors of
      Endurance Worldwide Holdings Ltd.
4     Elect J Baily, W Bolinder, M Boucher, D   For       Did Not    Management
      Cole, J Coslet, A DiNovi, B Ehrhart, C              Vote
      Froland, K LeStrange, S Minshall, R
      Perry, and R Spass as Directors of
      Endurance Worldwide Insurance Ltd.
5     Elect S Carlsen, J Kroner, and K          For       Did Not    Management
      LeStrange as Directors of Endurance                 Vote
      Services Limited
6     Approve Ernst & Young as Auditors and     For       Did Not    Management
      Authorize Board to Fix  Their                       Vote
      Remuneration
7     Transact Other Business (Non-Voting)      None      Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------

GLOBAL INDUSTRIES, LTD.

Ticker:       GLBL           Security ID:  379336100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William J. Dore           For       For        Management
1.2   Elect  Director James C. Day              For       For        Management
1.3   Elect  Director Edward P. Djerejian       For       For        Management
1.4   Elect  Director Edgar G. Hotard           For       For        Management
1.5   Elect  Director Richard A. Pattarozz      For       For        Management
1.6   Elect  Director James L. Payne            For       For        Management
1.7   Elect  Director Michael J. Pollock        For       Withhold   Management
1.8   Elect  Director Luis K. Tellez            For       For        Management


- --------------------------------------------------------------------------------

GOLDEN STAR RESOURCES LTD.

Ticker:       GSC.           Security ID:  38119T104
Meeting Date: MAY 20, 2004   Meeting Type: Annual/Special
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Askew             For       For        Management
1.2   Elect Director Peter J. Bradford          For       For        Management
1.3   Elect Director David K. Fagin             For       For        Management
1.4   Elect Director Ian MacGregor              For       For        Management
1.5   Elect Director Lars-Eric Johansson        For       For        Management
1.6   Elect Director Michael P. Martineau       For       For        Management
2     Approve Shareholder Rights Plan (Poison   For       For        Management
      Pill)
3     Amend 1997 Stock Option Plan              For       Against    Management
4     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors


- --------------------------------------------------------------------------------

HEADWATERS INCORPORATED

Ticker:       HDWR           Security ID:  42210P102
Meeting Date: MAR 12, 2004   Meeting Type: Annual
Record Date:  JAN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director R. Sam Christensen        For       For        Management
1.2   Elect  Director William S. Dickinson      For       For        Management
1.3   Elect  Director Malyn K. Malquist         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

HILB ROGAL & HOBBS CO

Ticker:       HRH            Security ID:  431294107
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.S.M. French             For       For        Management
1.2   Elect  Director Robert B. Lockhart        For       Withhold   Management
1.3   Elect  Director Anthony F. Markel         For       For        Management
1.4   Elect  Director Robert S. Ukrop           For       Withhold   Management
2     Change Company Name                       For       For        Management
3     Approve Deferred Compensation Plan        For       For        Management
4     Approve Employee Stock Purchase Plan      For       Against    Management
5     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

HORACE MANN EDUCATORS CORP.

Ticker:       HMN            Security ID:  440327104
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William W. Abbott         For       For        Management
1.2   Elect  Director Mary H. Futrell           For       For        Management
1.3   Elect  Director Louis G. Lower II         For       For        Management
1.4   Elect  Director Joseph J. Melone          For       For        Management
1.5   Elect  Director Jeffrey L. Morby          For       For        Management
1.6   Elect  Director Shaun F. O'Malley         For       For        Management
1.7   Elect  Director Charles A. Parker         For       For        Management


- --------------------------------------------------------------------------------

INTER-TEL, INC.

Ticker:       INTL           Security ID:  458372109
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven G. Mihaylo         For       For        Management
1.2   Elect  Director J. Robert Anderson        For       For        Management
1.3   Elect  Director Jerry W. Chapman          For       For        Management
1.4   Elect  Director Gary D. Edens             For       For        Management
1.5   Elect  Director C. Roland Haden           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

LAM RESEARCH CORP.

Ticker:       LRCX           Security ID:  512807108
Meeting Date: NOV 6, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James W. Bagley            For       For        Management
1.2   Elect Director David G. Arscott           For       For        Management
1.3   Elect Director Robert M. Berdahl          For       For        Management
1.4   Elect Director Richard J. Elkus, Jr.      For       For        Management
1.5   Elect Director Jack R. Harris             For       For        Management
1.6   Elect Director Grant M. Inman             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LATTICE SEMICONDUCTOR CORP.

Ticker:       LSCC           Security ID:  518415104
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mark O. Hatfield          For       For        Management
1.2   Elect  Director Cyrus Y. Tsui             For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MCAFEE INC.

Ticker:       MFE            Security ID:  640938106
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Dutkowsky          For       For        Management
1.2   Elect  Director Denis O'Leary             For       For        Management
1.3   Elect  Director Robert Pangia             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MERCURY GENERAL CORP.

Ticker:       MCY            Security ID:  589400100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Joseph             For       For        Management
1.2   Elect  Director Charles E. Mcclung        For       For        Management
1.3   Elect  Director Donald R. Spuehler        For       For        Management
1.4   Elect  Director Richard E. Grayson        For       For        Management
1.5   Elect  Director Donald P. Newell          For       For        Management
1.6   Elect  Director Bruce A. Bunner           For       For        Management
1.7   Elect  Director Nathan Bessin             For       For        Management
1.8   Elect  Director Michael D. Curtius        For       For        Management
1.9   Elect  Director Gabriel Tirador           For       For        Management


- --------------------------------------------------------------------------------

NORDSON CORP.

Ticker:       NDSN           Security ID:  655663102
Meeting Date: MAR 11, 2004   Meeting Type: Annual
Record Date:  JAN 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William D. Ginn           For       Withhold   Management
1.2   Elect  Director Stephen R. Hardis         For       Withhold   Management
1.3   Elect  Director William L. Robinson       For       For        Management
1.4   Elect  Director Benedict P. Rosen         For       For        Management
2     Approve Omnibus Stock Plan                For       Against    Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


- --------------------------------------------------------------------------------

ORTHODONTIC CENTERS OF AMERICA, INC.

Ticker:       OCA            Security ID:  68750P103
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 6, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D J L Buchman, Dmd, Ms    For       Withhold   Management
1.2   Elect  Director Kevin M. Dolan            For       For        Management
1.3   Elect  Director Linda C. Girard           For       For        Management
1.4   Elect  Director David W. Vignes           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PEPSIAMERICAS, INC.

Ticker:       PAS            Security ID:  71343P200
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 4, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Brenda C. Barnes          For       For        Management
1.2   Elect  Director Herbert M. Baum           For       For        Management
1.3   Elect  Director Richard G. Cline          For       For        Management
1.4   Elect  Director Pierre S. Du Pont         For       For        Management
1.5   Elect  Director Archie R. Dykes           For       For        Management
1.6   Elect  Director Jarobin Gilbert, Jr.      For       For        Management
1.7   Elect  Director Matthew M. Mckenna        For       For        Management
1.8   Elect  Director Lionel L. Nowell, III     For       For        Management
1.9   Elect  Director Robert C. Pohlad          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Limit Awards to Executives                Against   For        Shareholder
5     Report on Recycling Policy                Against   Against    Shareholder


- --------------------------------------------------------------------------------

PERRY ELLIS INTERNATIONAL, INC.

Ticker:       PERY           Security ID:  288853104
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Feldenkreis        For       For        Management
1.2   Elect  Director Gary Dix                  For       For        Management
1.3   Elect  Director Leonard Miller            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

POLO RALPH LAUREN CORP.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 14, 2003   Meeting Type: Annual
Record Date:  JUN 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Arnold H. Aronson as Class For       Withhold   Management
      A Director
1.2   Elect Director Dr. Joyce F. Brown as      For       For        Management
      Class A Director
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

POLYONE CORP.

Ticker:       POL            Security ID:  73179P106
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carol A. Cartwright       For       For        Management
1.2   Elect  Director Gale Duff-Bloom           For       For        Management
1.3   Elect  Director J. Douglas Campbell       For       For        Management
1.4   Elect  Director Wayne R. Embry            For       For        Management
1.5   Elect  Director Robert A. Garda           For       For        Management
1.6   Elect  Director Gordon D. Harnett         For       For        Management
1.7   Elect  Director David H. Hoag             For       For        Management
1.8   Elect  Director William F. Patient        For       For        Management
1.9   Elect  Director Thomas A. Waltermire      For       For        Management
1.10  Elect  Director Farah M. Walters          For       For        Management
2     Amend Deferred Compensation Plan          For       For        Management


- --------------------------------------------------------------------------------

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 13, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark Donegan               For       For        Management
1.2   Elect Director William C. McCormick       For       For        Management
1.3   Elect Director Vernon E. Oechsle          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

PROVINCE HEALTHCARE CO.

Ticker:       PRV            Security ID:  743977100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin S. Rash            For       For        Management
1.2   Elect  Director Joseph P. Nolan           For       For        Management
1.3   Elect  Director Winfield C. Dunn          For       For        Management
1.4   Elect  Director Paul J. Feldstein         For       For        Management
1.5   Elect  Director David R. Klock            For       For        Management
1.6   Elect  Director Michael P. Haley          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PT INDOSAT, INDONESIAN SATELLITE CORPORATION

Ticker:                      Security ID:  715680104
Meeting Date: JUN 22, 2004   Meeting Type: Annual
Record Date:  MAY 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE ANNUAL REPORT AND TO       For       For        Management
      RATIFY THE FINANCIAL STATEMENT OF THE
      COMPANY FOR THE FINANCIAL YEAR ENDED
      DECEMBER 31, 2003.
2     TO APPROVE THE ALLOCATIONS OF NET PROFIT  For       For        Management
      FOR RESERVE FUND, DIVIDENDS AND OTHER
      PURPOSES AND TO APPROVE THE DETERMINATION
      OF THE AMOUNT, TIME AND MANNER OF PAYMENT
      OF DIVIDENDS FOR THE FINANCIAL YEAR ENDED
      DECEMBER 31, 2003.
3     TO DETERMINE THE REMUNERATION FOR THE     For       For        Management
      BOARD OF COMMISSIONER OF THE COMPANY FOR
      YEAR 2004 AND THE BONUS FOR THE BOARD OF
      COMMISSIONER OF THE COMPANY FOR YEAR
      2003.
4     Ratify Auditors                           For       For        Management
5     TO APPROVE THE SECOND PHASE EXERCISE      For       Against    Management
      PRICE IN RELATION TO THE COMPANY S
      EMPLOYEE STOCK OPTION PROGRAM ( ESOP ),
      WHICH HAS BEEN APPROVED DURING THE ANNUAL
      GENERAL MEETING OF SHAREHOLDERS, HELD ON
      JUNE 26, 2003.
6     TO APPROVE THE PROPOSED CHANGE OF         For       For        Management
      COMPOSITION OF THE BOARD OF COMMISSIONERS
      AND/OR BOARD OF DIRECTORS OF THE COMPANY.


- --------------------------------------------------------------------------------

PT INDOSAT, INDONESIAN SATELLITE CORPORATION

Ticker:                      Security ID:  715680104
Meeting Date: MAR 8, 2004    Meeting Type: Special
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE CHANGE OF NOMINAL VALUE OF For       For        Management
      THE SHARES OF THE COMPANY IN CONNECTION
      WITH THE STOCK SPLIT FROM RP 500 PER
      SHARE TO BECOME RP 100 PER SHARE, AND THE
      AMENDMENT TO THE ARTICLES OF ASSOCIATION
      WITH RESPECT TO SUCH STOCK SPLIT.
2     TO APPROVE THE DELEGATION OF AUTHORITY TO For       For        Management
      THE BOARD OF COMMISSIONERS TO DETERMINE
      THE SALARY, INCENTIVES, INSURANCE,
      REMUNERATION AND OTHER FACILITIES AND
      ALLOWANCES OF THE DIRECTORS OF THE
      COMPANY.


- --------------------------------------------------------------------------------

PT INDOSAT, INDONESIAN SATELLITE CORPORATION

Ticker:                      Security ID:  715680104
Meeting Date: NOV 11, 2003   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement with PT Satelit  For       For        Management
      Palapa Indonesia, PT Indosat Multi Media
      Mobile and PT Bimagraha Telekomindo
2     Amend Articles of Association Re: Change  For       Against    Management
      in Terms of Office for Directors, Change
      in Meeting Notice Period, Authorization
      within Board of Directors


- --------------------------------------------------------------------------------

ROBERT MONDAVI CORP. (THE)

Ticker:       MOND           Security ID:  609200100
Meeting Date: DEC 12, 2003   Meeting Type: Annual
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philip Greer as Class A    For       For        Management
      Director
1.2   Elect Director Anthony Greener as Class A For       For        Management
      Director
1.3   Elect Director John M. Thompson as Class  For       For        Management
      A Director
1.4   Elect Director R. Michael Mondavi as      For       For        Management
      Class B Director
1.5   Elect Director Marcia Mondavi Borger as   For       For        Management
      Class B Director
1.6   Elect Director Timothy J. Mondavi as      For       For        Management
      Class B Director
1.7   Elect Director Frank E. Farella as Class  For       For        Management
      B Director
1.8   Elect Director Gregory M. Evans as Class  For       For        Management
      B Director
1.9   Elect Director Adrian Bellamy as Class B  For       For        Management
      Director
1.10  Elect Director Ted W. Hall as Class B     For       For        Management
      Director
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

SCOTTISH RE GROUP LTD

Ticker:       SCT            Security ID:  G7885T104
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Michael C. French and Hazel R.      For       Did Not    Management
      O'Leary as Directors                                Vote
2     Approve 2004 Equity Incentive             For       Did Not    Management
      Compensation Plan                                   Vote
3     Ratify Ernst & Young LLP as Auditors      For       Did Not    Management
                                                          Vote
4     Transact Other Business (Non-Voting)      None      Did Not    Management
                                                          Vote
1.1   Elect  Director Michael C. French         For       For        Management
1.2   Elect  Director Hazel R. O'Leary          For       For        Management
2     APPROVAL OF 2004 EQUITY INCENTIVE         For       For        Management
      COMPENSATION PLAN
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SERVICE CORPORATION INTERNATIONAL

Ticker:       SCI            Security ID:  817565104
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alan R. Buckwalter III    For       For        Management
1.2   Elect  Director S. Malcolm Gillis         For       For        Management
1.3   Elect  Director B.D. Hunter               For       For        Management
1.4   Elect  Director Victor L. Lund            For       For        Management
1.5   Elect  Director John W. Mecom, Jr.        For       For        Management
1.6   Elect  Director Thomas L. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

STEAK & SHAKE COMPANY (THE)

Ticker:       SNS            Security ID:  857873103
Meeting Date: FEB 11, 2004   Meeting Type: Annual
Record Date:  DEC 5, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter M. Dunn              For       For        Management
1.2   Elect Director Alan B. Gilman             For       For        Management
1.3   Elect Director Stephen Goldsmith          For       For        Management
1.4   Elect Director Wayne L. Kelley            For       For        Management
1.5   Elect Director Charles E. Lanham          For       For        Management
1.6   Elect Director Ruth J. Person             For       For        Management
1.7   Elect Director J. Fred Risk               For       For        Management
1.8   Elect Director John W. Ryan               For       For        Management
1.9   Elect Director James Williamson, Jr.      For       Withhold   Management
2     Amend Restricted Stock Plan               For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STEINER LEISURE LTD.

Ticker:       STNR           Security ID:  P8744Y102
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  APR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles D. Finkelstein*   For       For        Management
1.2   Elect  Director Jonathan D. Mariner*      For       For        Management
1.3   Elect  Director David S. Harris**         For       For        Management
2     APPROVAL OF 2004 EQUITY INCENTIVE PLAN.   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

STEWART ENTERPRISES, INC.

Ticker:       STEI           Security ID:  860370105
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank B. Stewart, Jr.     For       For        Management
1.2   Elect  Director John P. Laborde           For       For        Management
1.3   Elect  Director Thomas M. Kitchen         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SUNRISE SENIOR LIVING INC.

Ticker:       SRZ            Security ID:  86768K106
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Craig R. Callen           For       Withhold   Management
1.2   Elect  Director Paul J. Klaassen          For       Withhold   Management


- --------------------------------------------------------------------------------

SWIFT TRANSPORTATION CO., INC.

Ticker:       SWFT           Security ID:  870756103
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jerry Moyes                For       For        Management
1.2   Elect Director Alphonse E. Frei           For       For        Management
1.3   Elect Director Jock Patton                For       For        Management
1.4   Elect Director Karl Eller                 For       For        Management
1.5   Elect Director Paul M. Mecray, III        For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Adopt Charter Language on Board Diversity Against   Against    Shareholder
5     Adopt Policy to Annually Submit Selection Against   For        Shareholder
      of Independent Auditor


- --------------------------------------------------------------------------------

THE HOUSTON EXPLORATION CO.

Ticker:       THX            Security ID:  442120101
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert B. Catell          For       Withhold   Management
1.2   Elect  Director John U. Clarke            For       For        Management
1.3   Elect  Director David G. Elkins           For       For        Management
1.4   Elect  Director Robert J. Fani            For       Withhold   Management
1.5   Elect  Director William G. Hargett        For       Withhold   Management
1.6   Elect  Director Harold R. Logan, Jr.      For       For        Management
1.7   Elect  Director Gerald Luterman           For       Withhold   Management
1.8   Elect  Director Stephen W. McKessy        For       For        Management
1.9   Elect  Director H. Neil Nichols           For       Withhold   Management
1.10  Elect  Director Donald C. Vaughn          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

VECTREN CORP.

Ticker:       VVC            Security ID:  92240G101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Engelbrecht       For       For        Management
1.2   Elect  Director William G. Mays           For       For        Management
1.3   Elect  Director J. Timothy Mcginley       For       For        Management
1.4   Elect  Director Richard P. Rechter        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

VERITAS DGC INC.

Ticker:       VTS            Security ID:  92343P107
Meeting Date: DEC 2, 2003    Meeting Type: Annual
Record Date:  NOV 6, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Loren K. Carroll           For       For        Management
1.2   Elect Director Clayton P. Cormier         For       For        Management
1.3   Elect Director James R. Gibbs             For       For        Management
1.4   Elect Director Stephen J. Ludlow          For       For        Management
1.5   Elect Director Brian F. MacNeill          For       For        Management
1.6   Elect Director Jan Rask                   For       For        Management
1.7   Elect Director David B. Robson            For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve Option Exchange Program           For       For        Management


- --------------------------------------------------------------------------------

WHEATON RIVER MINERALS LTD

Ticker:       WRM            Security ID:  962902102
Meeting Date: JUN 8, 2004    Meeting Type: Special
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Ian W. Telfer, Larry Bell, Frank    For       For        Management
      Guistra, Douglas Holtby, Eduardo Luna,
      Antonio Madero, Ian J. McDonald, Neil
      Woodyer as Directors
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
      and Authorise Directors to Fix Their
      Remuneration
3     Approve Merger Agreement with IAMGold     For       Against    Management
      Corporation.




====================== FIFTH THIRD STRATEGIC INCOME FUND =======================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roxanne S. Austin         For       For        Management
1.2   Elect  Director H.Laurance Fuller         For       For        Management
1.3   Elect  Director Richard A. Gonzalez       For       For        Management
1.4   Elect  Director Jack M. Greenberg         For       For        Management
1.5   Elect  Director Jeffrey M. Leiden         For       For        Management
1.6   Elect  Director David A. Lord Owen        For       For        Management
1.7   Elect  Director Boone Powell Jr.          For       For        Management
1.8   Elect  Director Addison Barry Rand        For       For        Management
1.9   Elect  Director W.Ann Reynolds            For       For        Management
1.10  Elect  Director Roy S. Roberts            For       For        Management
1.11  Elect  Director William D. Smithburg      For       For        Management
1.12  Elect  Director John R. Walter            For       For        Management
1.13  Elect  Director Miles D. White            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Drug Pricing                              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Against    Shareholder
      TB, and Malaria Pandemic


- --------------------------------------------------------------------------------

AMB PROPERTY CORP.

Ticker:       AMB            Security ID:  00163T109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Hamid R. Moghadam         For       For        Management
1.2   Elect  Director W. Blake Baird            For       For        Management
1.3   Elect  Director T. Robert Burke           For       For        Management
1.4   Elect  Director David A. Cole             For       For        Management
1.5   Elect  Director J. Michael Losh           For       For        Management
1.6   Elect  Director Frederick W. Reid         For       For        Management
1.7   Elect  Director Jeffrey L. Skelton        For       For        Management
1.8   Elect  Director Thomas W. Tusher          For       For        Management
1.9   Elect  Director Caryl B. Welborn          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERICAN CAPITAL STRATEGIES, LTD.

Ticker:       ACAS           Security ID:  024937104
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary C. Baskin            For       For        Management
1.2   Elect  Director Alvin N. Puryear          For       For        Management
2     Approve Stock Option Plan                 For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Issuance of Warrants              For       For        Management
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERICAN INCOME FUND, INC.

Ticker:       MRF            Security ID:  02672T109
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph Strauss             For       For        Management
1.2   Elect Director Virginial Stringer         For       For        Management
1.3   Elect Director James Wade                 For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ARTHUR J. GALLAGHER & CO.

Ticker:       AJG            Security ID:  363576109
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director T. Kimball Brooker        For       For        Management
1.2   Elect  Director Robert E. Gallagher       For       For        Management
1.3   Elect  Director David S. Johnson          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Adjourn Meeting                           For       Against    Management


- --------------------------------------------------------------------------------

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William Barnet, III       For       For        Management
1.2   Elect  Director Charles W. Coker          For       For        Management
1.3   Elect  Director John T. Collins           For       For        Management
1.4   Elect  Director Gary L. Countryman        For       For        Management
1.5   Elect  Director Paul Fulton               For       For        Management
1.6   Elect  Director Charles K. Gifford        For       For        Management
1.7   Elect  Director Donald E. Guinn           For       For        Management
1.8   Elect  Director James H. Hance, Jr.       For       For        Management
1.9   Elect  Director Kenneth D. Lewis          For       For        Management
1.10  Elect  Director Walter E. Massey          For       For        Management
1.11  Elect  Director Thomas J. May             For       For        Management
1.12  Elect  Director C. Steven McMillan        For       For        Management
1.13  Elect  Director Eugene M. McQuade         For       For        Management
1.14  Elect  Director Patricia E. Mitchell      For       For        Management
1.15  Elect  Director Edward L. Romero          For       For        Management
1.16  Elect  Director Thomas M. Ryan            For       For        Management
1.17  Elect  Director O. Temple Sloan, Jr.      For       For        Management
1.18  Elect  Director Meredith R. Spangler      For       For        Management
1.19  Elect  Director Jackie M. Ward            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Date of Annual Meeting             Against   Against    Shareholder
4     Adopt Nomination Procedures for the Board Against   Against    Shareholder
5     Charitable Contributions                  Against   Against    Shareholder
6     Establish Independent Committee to Review Against   Against    Shareholder
      Mutual Fund Policy
7     Adopt Standards Regarding Privacy and     Against   Against    Shareholder
      Information Security


- --------------------------------------------------------------------------------

BLACKROCK INCOME OPPORTUNITY TRUST., THE

Ticker:       BNA            Security ID:  092475102
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew F. Brimmer          For       For        Management
1.2   Elect Director Kent Dixon                 For       For        Management
1.3   Elect Director Robert S. Kapito           For       For        Management


- --------------------------------------------------------------------------------

BLACKROCK INCOME TRUST INC., THE

Ticker:       BKT            Security ID:  09247F100
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Andrew F. Brimmer          For       For        Management
1.2   Elect Director Kent Dixon                 For       For        Management
1.3   Elect Director Robert S. Kapito           For       For        Management


- --------------------------------------------------------------------------------

CHARTER ONE FINANCIAL, INC.

Ticker:       CF             Security ID:  160903100
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Patrick J. Agnew          For       For        Management
1.2   Elect  Director Denise Marie Fugo         For       For        Management
1.3   Elect  Director Charles John Koch         For       For        Management
1.4   Elect  Director Ronald F. Poe             For       For        Management
1.5   Elect  Director Jerome L. Schostak        For       For        Management
1.6   Elect  Director Mark Shaevsky             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director C. Michael Armstrong      For       For        Management
1.2   Elect  Director Alain J.P. Belda          For       For        Management
1.3   Elect  Director George David              For       For        Management
1.4   Elect  Director Kenneth T. Derr           For       For        Management
1.5   Elect  Director John M. Deutch            For       For        Management
1.6   Elect  Director Roberto Hernandez Ramirez For       For        Management
1.7   Elect  Director Ann Dibble Jordan         For       For        Management
1.8   Elect  Director Dudley C. Mecum           For       For        Management
1.9   Elect  Director Richard D. Parsons        For       For        Management
1.10  Elect  Director Andrall E. Pearson        For       For        Management
1.11  Elect  Director Charles Prince            For       For        Management
1.12  Elect  Director Robert E. Rubin           For       For        Management
1.13  Elect  Director Franklin A. Thomas        For       For        Management
1.14  Elect  Director Sanford I. Weill          For       For        Management
1.15  Elect  Director Robert B. Willumstad      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder
4     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
5     Prohibit Awards to Executives             Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   Against    Shareholder


- --------------------------------------------------------------------------------

CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115203
Meeting Date: MAY 17, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Vincent A. Calarco        For       Did Not    Management
                                                          Vote
1.2   Elect  Director George Campbell, Jr.      For       Did Not    Management
                                                          Vote
1.3   Elect  Director Gordon J. Davis           For       Did Not    Management
                                                          Vote
1.4   Elect  Director Michael J. Del Giudice    For       Did Not    Management
                                                          Vote
1.5   Elect  Director Joan S. Freilich          For       Did Not    Management
                                                          Vote
1.6   Elect  Director Ellen V. Futter           For       Did Not    Management
                                                          Vote
1.7   Elect  Director Sally Hernandez-Pinero    For       Did Not    Management
                                                          Vote
1.8   Elect  Director Peter W. Likins           For       Did Not    Management
                                                          Vote
1.9   Elect  Director Eugene R. McGrath         For       Did Not    Management
                                                          Vote
1.10  Elect  Director Frederic V. Salerno       For       Did Not    Management
                                                          Vote
1.11  Elect  Director Stephen R. Volk           For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Approve Employee Stock Purchase Plan      For       Did Not    Management
                                                          Vote
4     Increase Disclosure of Executive          Against   Did Not    Shareholder
      Compensation                                        Vote


- --------------------------------------------------------------------------------

DEVELOPERS DIVERSIFIED REALTY CORP.

Ticker:       DDR            Security ID:  251591103
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dean S. Adler             For       For        Management
1.2   Elect  Director Terrance R. Ahern         For       For        Management
1.3   Elect  Director Mohsen Anvari             For       For        Management
1.4   Elect  Director Robert H. Gidel           For       For        Management
1.5   Elect  Director Victor B. MacFarlane      For       For        Management
1.6   Elect  Director Craig Macnab              For       For        Management
1.7   Elect  Director Scott D. Roulston         For       For        Management
1.8   Elect  Director Barry A. Sholem           For       For        Management
1.9   Elect  Director William B. Summers, Jr.   For       For        Management
1.10  Elect  Director Bert L. Wolstein          For       For        Management
1.11  Elect  Director Scott A. Wolstein         For       For        Management
2     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EATON VANCE SENIOR INCOME TRUST

Ticker:       EVF            Security ID:  27826S103
Meeting Date: OCT 17, 2003   Meeting Type: Annual
Record Date:  AUG 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel Hayes               For       For        Management
1.2   Elect Director Norton Reamer              For       For        Management


- --------------------------------------------------------------------------------

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  FEB 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven C. Beering         For       For        Management
1.2   Elect  Director Winfried Bischoff         For       For        Management
1.3   Elect  Director Franklyn G. Prendergast   For       For        Management
1.4   Elect  Director Kathi P. Seifert          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Limit Executive Compensation              Against   Against    Shareholder
5     Report on Drug Pricing                    Against   Against    Shareholder


- --------------------------------------------------------------------------------

EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alexander         For       For        Management
1.2   Elect  Director Charles L. Atwood         For       For        Management
1.3   Elect  Director Bruce W. Duncan           For       For        Management
1.4   Elect  Director Stephen O. Evans          For       For        Management
1.5   Elect  Director James D. Harper, Jr.      For       For        Management
1.6   Elect  Director Boone A. Knox             For       For        Management
1.7   Elect  Director Desiree G. Rogers         For       For        Management
1.8   Elect  Director Sheli Z. Rosenberg        For       For        Management
1.9   Elect  Director Gerald A. Spector         For       For        Management
1.10  Elect  Director B. Joseph White           For       For        Management
1.11  Elect  Director Samuel Zell               For       For        Management
2     Amend Articles/Bylaws/Charter to Remove   For       For        Management
      Antitakeover Provision(s)
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FIRST HORIZON NATIONAL CORP

Ticker:       FHN            Security ID:  337162101
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert C. Blattberg       For       For        Management
1.2   Elect  Director J. Kenneth Glass          For       For        Management
1.3   Elect  Director Michael D. Rose           For       For        Management
1.4   Elect  Director Luke Yancy III            For       Withhold   Management
1.5   Elect  Director Mary F. Sammons           For       For        Management
2     Change Company Name                       For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James I. Cash, Jr.        For       For        Management
1.2   Elect  Director Dennis D. Dammerman       For       For        Management
1.3   Elect  Director Ann M. Fudge              For       For        Management
1.4   Elect  Director Claudio X. Gonzalez       For       Withhold   Management
1.5   Elect  Director Jeffrey R. Immelt         For       For        Management
1.6   Elect  Director Andrea Jung               For       For        Management
1.7   Elect  Director Alan G. Lafley            For       For        Management
1.8   Elect  Director Kenneth G. Langone        For       For        Management
1.9   Elect  Director Ralph S. Larsen           For       For        Management
1.10  Elect  Director Rochelle B. Lazarus       For       For        Management
1.11  Elect  Director Sam Nunn                  For       For        Management
1.12  Elect  Director Roger S. Penske           For       For        Management
1.13  Elect  Director Robert J. Swieringa       For       For        Management
1.14  Elect  Director Douglas A. Warner III     For       For        Management
1.15  Elect  Director Robert C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder
5     Eliminate Animal Testing                  Against   Against    Shareholder
6     Report on Nuclear Fuel Storage Risks      Against   Against    Shareholder
7     Report on PCB Clean-up                    Against   Against    Shareholder
8     Report on Foreign Outsourcing             Against   Against    Shareholder
9     Prepare Sustainability Report             Against   Against    Shareholder
10    Limit Composition of Management           Against   Against    Shareholder
      Development and Compensation Committee to
      Independent Directors
11    Report on Pay Disparity                   Against   Against    Shareholder
12    Limit Awards to Executives                Against   Against    Shareholder
13    Limit Board Service for Other Companies   Against   For        Shareholder
14    Separate Chairman and CEO Positions       Against   Against    Shareholder
15    Hire Advisor/Maximize Shareholder Value   Against   Against    Shareholder
16    Adopt a Retention Ratio for Executives    Against   Against    Shareholder
      and Directors
17    Require 70% to 80% Independent Board      Against   Against    Shareholder
18    Report on Political                       Against   Against    Shareholder
      Contributions/Activities


- --------------------------------------------------------------------------------

HEALTH CARE PROPERTY INVESTORS, INC.

Ticker:       HCP            Security ID:  421915109
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary A. Cirillo           For       For        Management
1.2   Elect  Director Robert R. Fanning, Jr.    For       For        Management
1.3   Elect  Director James F. Flaherty III     For       For        Management
1.4   Elect  Director David B. Henry            For       For        Management
1.5   Elect  Director Michael D. McKee          For       For        Management
1.6   Elect  Director Harold M. Messmer, Jr.    For       For        Management
1.7   Elect  Director Peter L. Rhein            For       For        Management
1.8   Elect  Director Kenneth B. Roath          For       For        Management
1.9   Elect  Director Richard M. Rosenberg      For       For        Management
1.10  Elect  Director Joseph P. Sullivan        For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Declassify the Board of Directors         For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

HERSHEY FOODS CORP.

Ticker:       HSY            Security ID:  427866108
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Boscia               For       For        Management
1.2   Elect  Director R.H. Campbell             For       For        Management
1.3   Elect  Director R.F. Cavanaugh            For       For        Management
1.4   Elect  Director G.P. Coughlan             For       For        Management
1.5   Elect  Director H. Edelman                For       For        Management
1.6   Elect  Director B.G. Hill                 For       For        Management
1.7   Elect  Director R.H. Lenny                For       For        Management
1.8   Elect  Director M.J. Mcdonald             For       For        Management
1.9   Elect  Director M.J. Toulantis            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ING PRIME RATE TRUST

Ticker:       PPR            Security ID:  44977W106
Meeting Date: AUG 19, 2003   Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Paul Doherty                For       For        Management
1.2   Elect Trustee J. Michael Earley           For       For        Management
1.3   Elect Trustee R. Barbara Gitenstein       For       For        Management
1.4   Elect Trustee Thomas McInerney            For       For        Management
1.5   Elect Trustee David Putnam                For       For        Management
1.6   Elect Trustee Blaine Rieke                For       For        Management
1.7   Elect Trustee John Turner                 For       For        Management
1.8   Elect Trustee Roger Vincent               For       For        Management
1.9   Elect Trustee Richard Wedemeyer           For       For        Management

2.1   Elect Trustee Walter May                  For       For        Management
2.2   Elect Trustee Jock Patton                 For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Subadvisory Agreement             For       For        Management
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

ING PRIME RATE TRUST

Ticker:       PPR            Security ID:  44977W106
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Paul S. Doherty             For       For        Management
1.2   Elect Trustee J. Michael Earley           For       For        Management
1.3   Elect Trustee R. Barbara Gitenstein       For       For        Management
1.4   Elect Trustee Thomas J. Mcinerney         For       For        Management
1.5   Elect Trustee David W.C. Putnam           For       For        Management
1.6   Elect Trustee Blaine E. Rieke             For       For        Management
1.7   Elect Trustee John G. Turner              For       For        Management
1.8   Elect Trustee Roger B. Vincent            For       For        Management
1.9   Elect Trustee Richard A. Wedemeyer        For       For        Management


- --------------------------------------------------------------------------------

JEFFERSON-PILOT CORP.

Ticker:       JP             Security ID:  475070108
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis R. Glass           For       For        Management
1.2   Elect  Director George W. Henderson, III  For       For        Management
1.3   Elect  Director Patrick S. Pittard        For       For        Management
1.4   Elect  Director Robert G. Greer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


- --------------------------------------------------------------------------------

KIMCO REALTY CORP.

Ticker:       KIM            Security ID:  49446R109
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin Kimmel             For       Withhold   Management
1.2   Elect  Director Milton Cooper             For       Withhold   Management
1.3   Elect  Director Richard G. Dooley         For       Withhold   Management
1.4   Elect  Director Michael Flynn             For       Withhold   Management
1.5   Elect  Director Joe Grills                For       For        Management
1.6   Elect  Director David Henry               For       Withhold   Management
1.7   Elect  Director F. Patrick Hughes         For       For        Management
1.8   Elect  Director Frank Lourenso            For       Withhold   Management
1.9   Elect  Director Richard Saltzman          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

MFS GOVERNMENT MARKETS INCOME TRUST

Ticker:       MGF            Security ID:  552939100
Meeting Date: OCT 7, 2003    Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee John Ballen                 For       For        Management
1.2   Elect Trustee William Poorvu              For       For        Management
1.3   Elect Trustee J. Dale Sherratt            For       For        Management
1.4   Elect Trustee Ward Smith                  For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MFS INTERMEDIATE INCOME TRUST

Ticker:       MIN            Security ID:  55273C107
Meeting Date: OCT 8, 2003    Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee John Ballen                 For       For        Management
1.2   Elect Trustee William Poorvu              For       For        Management
1.3   Elect Trustee J. Dale Sherratt            For       For        Management
1.4   Elect Trustee Ward Smith                  For       For        Management
2     Establish Trustee Stock Ownership         Against   Against    Management
      Requirement
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael S. Brown          For       For        Management
1.2   Elect  Director M. Anthony Burns          For       For        Management
1.3   Elect  Director Robert N. Burt            For       For        Management
1.4   Elect  Director W. Don Cornwell           For       For        Management
1.5   Elect  Director William H. Gray III       For       For        Management
1.6   Elect  Director Constance J. Horner       For       For        Management
1.7   Elect  Director William R. Howell         For       For        Management
1.8   Elect  Director Stanley O. Ikenberry      For       For        Management
1.9   Elect  Director George A. Lorch           For       For        Management
1.10  Elect  Director Henry A. Mckinnell        For       For        Management
1.11  Elect  Director Dana G. Mead              For       For        Management
1.12  Elect  Director Franklin D. Raines        For       For        Management
1.13  Elect  Director Ruth J. Simmons           For       For        Management
1.14  Elect  Director William C. Steere, Jr.    For       For        Management
1.15  Elect  Director Jean-Paul Valles          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Operational Impact of HIV/AIDS, Against   Against    Shareholder
      TB, and Malaria Pandemic
5     Cease Political Contributions/Activities  Against   Against    Shareholder
6     Report on Political                       Against   Against    Shareholder
      Contributions/Activities
7     Establish Term Limits for Directors       Against   Against    Shareholder
8     Report on Drug Pricing                    Against   Against    Shareholder
9     Limit Awards to Executives                Against   Against    Shareholder
10    Amend Animal Testing Policy               Against   Against    Shareholder


- --------------------------------------------------------------------------------

PIONEER INTEREST SHARES, INC.

Ticker:       MUO            Security ID:  723703104
Meeting Date: JUL 1, 2003    Meeting Type: Annual
Record Date:  APR 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M.K. Bush                  For       For        Management
1.2   Elect Director J.F. Cogan, Jr.            For       For        Management
1.3   Elect Director R.H. Egdahl                For       For        Management
1.4   Elect Director M.B.W. Graham              For       For        Management
1.5   Elect Director O.M. Hood                  For       For        Management
1.6   Elect Director M.A. Piret                 For       For        Management
1.7   Elect Director S.K. West                  For       For        Management
1.8   Elect Director J. Winthrop                For       For        Management
2     Approve Change of Fundamental Investment  For       For        Management
      Policy


- --------------------------------------------------------------------------------

PROLOGIS

Ticker:       PLD            Security ID:  743410102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Feinberg       For       For        Management
1.2   Elect  Director Donald P. Jacobs          For       For        Management
1.3   Elect  Director D. Michael Steuert        For       For        Management
1.4   Elect  Director J. Andre Teixeira         For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

PUBLIC STORAGE, INC.

Ticker:       PSA            Security ID:  74460D729
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director B. Wayne Hughes           For       For        Management
1.2   Elect  Director Ronald L. Havner, Jr.     For       For        Management
1.3   Elect  Director Harvey Lenkin             For       For        Management
1.4   Elect  Director Robert J. Abernethy       For       For        Management
1.5   Elect  Director Dann V. Angeloff          For       For        Management
1.6   Elect  Director William C. Baker          For       For        Management
1.7   Elect  Director John T. Evans             For       For        Management
1.8   Elect  Director Uri P. Harkham            For       For        Management
1.9   Elect  Director B. Wayne Hughes, Jr.      For       Withhold   Management
1.10  Elect  Director Daniel C. Staton          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ROYCE VALUE TRUST, INC.

Ticker:       RVT            Security ID:  780910204
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles Royce              For       Withhold   Management
1.2   Elect Director William Koke               For       For        Management
1.3   Elect Director Peter O'Brien              For       For        Management
1.4   Elect Director David Meister              For       For        Management


- --------------------------------------------------------------------------------

SCUDDER INTERMEDIATE GOVERNMENT TRUST

Ticker:       KGT            Security ID:  811163104
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee John W. Ballantine          For       For        Management
1.2   Elect Trustee Lewis A. Burnham            For       For        Management
1.3   Elect Trustee Donald L. Dunaway           For       For        Management
1.4   Elect Trustee James R. Edgar              For       For        Management
1.5   Elect Trustee Paul K. Freeman             For       For        Management
1.6   Elect Trustee Robert B. Hoffman           For       For        Management
1.7   Elect Trustee Shirley D. Peterson         For       For        Management
1.8   Elect Trustee William N. Shiebler         For       For        Management
1.9   Elect Trustee John G. Weithers            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Change of Fundamental Investment  For       Against    Management
      Policy- Investment Objective
4     Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Policy
5     Approve Change of Fundamental Investment  For       For        Management
      Policy- Diversification
6     Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Borrowing
7     Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Senior
      Securities
8     TO APPROVE THE MODIFICATION OR            For       For        Management
      ELIMINATION OF CERTAIN Approve Change of
      Fundamental Investment Policy-
      Concentration
9     Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective-
      Underwriting
10    Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Real Estate
11    Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Commodities
12    Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Lending
13    Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Margin
      Purchase and Short Sales
14    Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Illiquid
      Securities
15    Approve Change of Fundamental Investment  For       For        Management
      Policy- Investment Objective- Other
      Investment Companies


- --------------------------------------------------------------------------------

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Birch Bayh                For       For        Management
1.2   Elect  Director Melvyn E. Bergstein       For       For        Management
1.3   Elect  Director Linda Walker Bynoe        For       For        Management
1.4   Elect  Director Karen N. Horn             For       For        Management
1.5   Elect  Director G. William Miller         For       For        Management
1.6   Elect  Director J. Albert Smith, Jr.      For       For        Management
1.7   Elect  Director Pieter S. van den Berg    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder


- --------------------------------------------------------------------------------

SOURCE CAPITAL INC.

Ticker:       SOR            Security ID:  836144204
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willard H. Altman,Jr.      For       For        Management
1.2   Elect Director Paul G. Schloemer          For       For        Management
2     Continuation of the Investment Advisory   For       For        Management
      Agreement


- --------------------------------------------------------------------------------

SOUTHTRUST CORP.

Ticker:       SOTR           Security ID:  844730101
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Carl F. Bailey            For       For        Management
1.2   Elect  Director John M. Bradford          For       For        Management
1.3   Elect  Director William C. Hulsey         For       For        Management
1.4   Elect  Director Wallace D. Malone, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


- --------------------------------------------------------------------------------

SYSCO CORPORATION

Ticker:       SYY            Security ID:  871829107
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jonathan Golden as Class   For       Withhold   Management
      II Director
1.2   Elect Director Joseph A. Hafner, Jr. as   For       For        Management
      Class II Director
1.3   Elect Director Thomas E. Lankford as      For       Withhold   Management
      Class II Director
1.4   Elect Director Richard J. Schnieders as   For       Withhold   Management
      Class II Director
1.5   Elect Director John K. Stubblefield, Jr.  For       For        Management
      as Class III Director
2     Increase Authorized Common Stock          For       For        Management
3     Approve Omnibus Stock Plan                For       Against    Management
4     Report on the Impact of Genetically       Against   Against    Shareholder
      Engineered Products


- --------------------------------------------------------------------------------

TEMPLETON GLOBAL INCOME FUND, INC.

Ticker:       GIM            Security ID:  880198106
Meeting Date: FEB 27, 2004   Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank Crothers             For       Did Not    Management
                                                          Vote
1.2   Elect Director Charles Johnson            For       Did Not    Management
                                                          Vote
1.3   Elect Director Fred Millsaps              For       Did Not    Management
                                                          Vote
1.4   Elect Director Frank Olson                For       Did Not    Management
                                                          Vote
2     Approve Conversion to a Delaware          For       Did Not    Management
      Statutory Trust                                     Vote
3.1   Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Borrowing and Issuing Senior               Vote
      Securities
3.2   Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Concentration                              Vote
3.3   Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Commodities                                Vote
3.4   Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Real Estate                                Vote
3.5   Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Lending                                    Vote
3.6   Approve Change of Fundamental Investment  For       Did Not    Management
      Policy - Underwriting                               Vote
4     Approve Elimination of Certain of the     For       Did Not    Management
      Fund's Fundamental Investment                       Vote
      Restrictions


- --------------------------------------------------------------------------------

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 14, 2003   Meeting Type: Annual
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       Against    Management
      Stock Plan
4     Declassify the Board of Directors         Against   For        Shareholder
5     Label Genetically Engineered Foods        Against   Against    Shareholder


- --------------------------------------------------------------------------------

THORNBURG MORTGAGE, INC.

Ticker:       TMA            Security ID:  885218107
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne-Drue M. Anderson     For       For        Management
1.2   Elect  Director David A. Ater             For       Withhold   Management
1.3   Elect  Director Larry A. Goldstone        For       Withhold   Management
1.4   Elect  Director Ike Kalangis              For       Withhold   Management


- --------------------------------------------------------------------------------

VAN KAMPEN BOND FUND

Ticker:       VBF            Security ID:  920955101
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee R. Craig Kennedy            For       For        Management
1.2   Elect Trustee Jack E. Nelson              For       For        Management
1.3   Elect Trustee Richard F. Powers, III      For       For        Management
1.4   Elect Trustee Hugo F. Sonnenschein        For       For        Management


- --------------------------------------------------------------------------------

VAN KAMPEN SENIOR INCOME TRUST

Ticker:       VVR            Security ID:  920961109
Meeting Date: APR 8, 2004    Meeting Type: Special
Record Date:  FEB 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Change of Fundamental Investment  For       For        Management
      Policy- Leverage


- --------------------------------------------------------------------------------

VAN KAMPEN SENIOR INCOME TRUST

Ticker:       VVR            Security ID:  920961109
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Richard F. Powers, III      For       For        Management


- --------------------------------------------------------------------------------

VECTREN CORP.

Ticker:       VVC            Security ID:  92240G101
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John D. Engelbrecht       For       For        Management
1.2   Elect  Director William G. Mays           For       For        Management
1.3   Elect  Director J. Timothy Mcginley       For       For        Management
1.4   Elect  Director Richard P. Rechter        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

VORNADO REALTY TRUST

Ticker:       VNO            Security ID:  929042109
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Trustee Robert P. Kogod            For       For        Management
1.2   Elect  Trustee David Mandelbaum           For       For        Management
1.3   Elect  Trustee Richard R. West            For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

WACHOVIA PREFERRED  FUNDING CORP

Ticker:                      Security ID:  92977V206
Meeting Date: DEC 12, 2003   Meeting Type: Annual
Record Date:  NOV 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James E. Alward            For       Abstain    Management
1.2   Elect Director Joel J. Griffin            For       Abstain    Management
1.3   Elect Director Charles F. Jones           For       Abstain    Management
1.4   Elect Director G. Kennedy Thompson        For       Abstain    Management


- --------------------------------------------------------------------------------

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Anne V. Farrell           For       For        Management
1.2   Elect  Director Stephen E. Frank          For       For        Management
1.3   Elect  Director Margaret Osmer Mcquade    For       For        Management
1.4   Elect  Director William D. Schulte        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

WEINGARTEN REALTY INVESTORS

Ticker:       WRI            Security ID:  948741103
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stanford Alexander        For       For        Management
1.2   Elect  Director Andrew M. Alexander       For       For        Management
1.3   Elect  Director J. Murry Bowden           For       For        Management
1.4   Elect  Director James W. Crownover        For       For        Management
1.5   Elect  Director Robert J. Cruikshank      For       For        Management
1.6   Elect  Director Melvin A. Dow             For       For        Management
1.7   Elect  Director Stephen A. Lasher         For       For        Management
1.8   Elect  Director Douglas W. Schnitzer      For       For        Management
1.9   Elect  Director Marc J. Shapiro           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   For        Shareholder


- --------------------------------------------------------------------------------

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       Withhold   Management
1.11  Elect  Director Judith M. Runstad         For       Withhold   Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       Withhold   Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Against    Shareholder
      Contributions/Activities




========================= FIFTH THIRD TECHNOLOGY FUND ==========================


AGERE SYSTEMS INC

Ticker:       AGR.A          Security ID:  00845V100
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard L. Clemmer        For       For        Management
1.2   Elect  Director John T. Dickson           For       For        Management


- --------------------------------------------------------------------------------

AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Cullen            For       For        Management
1.2   Elect Director Robert L. Joss             For       For        Management
1.3   Elect Director Walter B. Hewlett          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AMERITRADE HOLDINGS CORP.

Ticker:       AMTD           Security ID:  03074K100
Meeting Date: FEB 10, 2004   Meeting Type: Annual
Record Date:  DEC 17, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Peter Ricketts         For       Withhold   Management
1.2   Elect  Director C. Kevin Landry           For       For        Management
1.3   Elect  Director Mark L. Mitchell          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

AMKOR TECHNOLOGY, INC.

Ticker:       AMKR           Security ID:  31652100
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James J. Kim               For       For        Management
1.2   Elect Director John N. Boruch             For       For        Management
1.3   Elect Director Winston J. Churchill       For       For        Management
1.4   Elect Director Thomas D. George           For       For        Management
1.5   Elect Director Gregory K. Hinckley        For       For        Management
1.6   Elect Director Juergen Knorr              For       For        Management
1.7   Elect Director John B. Neff               For       For        Management
1.8   Elect Director James W. Zug               For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 9, 2004    Meeting Type: Annual
Record Date:  JAN 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jerald G. Fishman         For       For        Management
1.2   Elect  Director F. Grant Saviers          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 24, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael H. Armacost       For       For        Management
1.2   Elect  Director Deborah A. Coleman        For       For        Management
1.3   Elect  Director Herbert M. Dwight, Jr.    For       For        Management
1.4   Elect  Director Philip V. Gerdine         For       For        Management
1.5   Elect  Director Paul R. Low               For       For        Management
1.6   Elect  Director Dan Maydan                For       For        Management
1.7   Elect  Director Steven L. Miller          For       For        Management
1.8   Elect  Director James C. Morgan           For       For        Management
1.9   Elect  Director Gerhard H. Parker         For       For        Management
1.10  Elect  Director Michael R. Splinter       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


- --------------------------------------------------------------------------------

ASPECT COMMUNICATIONS CORP.

Ticker:       ASPT           Security ID:  04523Q102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry M. Ariko             For       For        Management
1.2   Elect Director Donald P. Casey            For       For        Management
1.3   Elect Director Norman A. Fogelsong        For       For        Management
1.4   Elect Director John W. Peth               For       For        Management
1.5   Elect Director Thomas Weatherford         For       For        Management
1.6   Elect Director David B. Wright            For       For        Management
1.7   Elect Director Gary E. Barnett            For                  Management
2     Amend Non-Employee Director Stock Option  For       For        Management
      Plan
3     Amend Outside Director Stock              For       For        Management
      Awards/Options in Lieu of Cash
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

ATMEL CORP.

Ticker:       ATML           Security ID:  049513104
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George Perlegos           For       Withhold   Management
1.2   Elect  Director Gust Perlegos             For       Withhold   Management
1.3   Elect  Director Tsung-Ching Wu            For       Withhold   Management
1.4   Elect  Director T. Peter Thomas           For       For        Management
1.5   Elect  Director Norm Hall                 For       Withhold   Management
1.6   Elect  Director Pierre Fougere            For       For        Management
1.7   Elect  Director Dr. Chaiho Kim            For       For        Management
1.8   Elect  Director David Sugishita           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

AVAYA INC

Ticker:       AV             Security ID:  053499109
Meeting Date: FEB 26, 2004   Meeting Type: Annual
Record Date:  DEC 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph P. Landy           For       For        Management
1.2   Elect  Director Mark Leslie               For       For        Management
1.3   Elect  Director Donald K. Peterson        For       For        Management
1.4   Elect  Director Anthony P. Terracciano    For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Limit Awards to Executives                Against   Against    Shareholder


- --------------------------------------------------------------------------------

BEA SYSTEMS, INC.

Ticker:       BEAS           Security ID:  73325102
Meeting Date: JUL 11, 2003   Meeting Type: Annual
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William T. Coleman III     For       For        Management
1.2   Elect Director Dale Crandall              For       For        Management
1.3   Elect Director William H. Janeway         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director George L. Farinsky        For       For        Management
1.2   Elect  Director John Major                For       For        Management
1.3   Elect  Director Alan E. Ross              For       For        Management
1.4   Elect  Director Henry Samueli, Ph.D.      For       For        Management
1.5   Elect  Director Robert E. Switz           For       For        Management
1.6   Elect  Director Werner F. Wolfen          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

CHECK POINT SOFTWARE TECHNOLOGIES INC

Ticker:       CHKP           Security ID:  M22465104
Meeting Date: JUN 30, 2004   Meeting Type: Annual
Record Date:  MAY 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTORS (OTHER THAN OUTSIDE For       For        Management
      DIRECTORS): (NOTE: DIRECTORS ARE ELECTED
      AS A GROUP, NOT INDIVIDUALLY): GIL SHWED,
      MARIUS NACHT, DAVID RUBNER, TAL SHAVIT.
2     TO RATIFY THE CONSOLIDATED FINANCIAL      For       For        Management
      STATEMENTS OF THE COMPANY FOR THE YEAR
      ENDED DECEMBER 31, 2003.
3     TO RATIFY THE APPOINTMENT AND             For       For        Management
      COMPENSATION OF THE COMPANY S INDEPENDENT
      PUBLIC ACCOUNTANTS.
4     TO APPROVE AMENDMENT TO DIRECTORS         For       Against    Management
      COMPENSATION.
5     TO APPROVE EXECUTIVE OFFICERS             For       Against    Management
      COMPENSATION.


- --------------------------------------------------------------------------------

CHECKFREE CORP.

Ticker:       CKFR           Security ID:  162813109
Meeting Date: OCT 29, 2003   Meeting Type: Annual
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark A. Johnson            For       For        Management
1.2   Elect Director Eugene F. Quinn            For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Make Effort to Locate Women and           Against   For        Shareholder
      Minorities for Board Nomination


- --------------------------------------------------------------------------------

CONCORD COMMUNICATIONS, INC.

Ticker:       CCRD           Security ID:  206186108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert M. Wadsworth       For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management


- --------------------------------------------------------------------------------

CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Jeremy R. Knowles         For       For        Management
1.2   Elect  Director Eugene C. Sit             For       For        Management
1.3   Elect  Director William D. Smithburg      For       For        Management
1.4   Elect  Director Hansel E. Tookes II       For       For        Management
1.5   Elect  Director Wendell P. Weeks          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote


- --------------------------------------------------------------------------------

CYPRESS SEMICONDUCTOR CORP.

Ticker:       CY             Security ID:  232806109
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director T.J. Rodgers              For       For        Management
1.2   Elect  Director Fred B. Bialek            For       For        Management
1.3   Elect  Director Eric A. Benhamou          For       For        Management
1.4   Elect  Director John C. Lewis             For       For        Management
1.5   Elect  Director Alan F. Shugart           For       For        Management
1.6   Elect  Director James R. Long             For       For        Management
1.7   Elect  Director W. Steve Albrecht         For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       For        Management
1.2   Elect  Director Michael C. Ruettgers      For       For        Management
1.3   Elect  Director David N. Strohm           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Against    Shareholder


- --------------------------------------------------------------------------------

F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John McAdam                For       For        Management
1.2   Elect Director Alan J. Higginson          For       For        Management
2     Elect Director Rich Malone                For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

FINISAR CORP.

Ticker:       FNSR           Security ID:  31787A101
Meeting Date: OCT 1, 2003    Meeting Type: Annual
Record Date:  AUG 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger C. Ferguson          For       For        Management
1.2   Elect Director Larry D. Mitchell          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

FOUNDRY NETWORKS, INC.

Ticker:       FDRY           Security ID:  35063R100
Meeting Date: JUN 1, 2004    Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Bobby R. Johnson, Jr.     For       For        Management
1.2   Elect  Director Andrew K. Ludwick         For       For        Management
1.3   Elect  Director Alfred J. Amoroso         For       For        Management
1.4   Elect  Director C. Nicholas Keating, Jr.  For       For        Management
1.5   Elect  Director J. Steven Young           For       Withhold   Management
1.6   Elect  Director Alan L. Earhart           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: APR 16, 2004   Meeting Type: Special
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition


- --------------------------------------------------------------------------------

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pradeep Sindhu            For       For        Management
1.2   Elect  Director Robert M. Calderoni       For       For        Management
1.3   Elect  Director Kenneth Levy              For       Withhold   Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

KOMAG, INC.

Ticker:       KOMG           Security ID:  500453204
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul A. Brahe             For       For        Management
1.2   Elect  Director Kenneth R. Swimm          For       For        Management
1.3   Elect  Director Michael Lee Workman       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LSI LOGIC CORP.

Ticker:       LSI            Security ID:  502161102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wilfred J. Corrigan       For       For        Management
1.2   Elect  Director James H. Keyes            For       For        Management
1.3   Elect  Director Malcolm R. Currie         For       For        Management
1.4   Elect  Director T.Z. Chu                  For       For        Management
1.5   Elect  Director R. Douglas Norby          For       For        Management
1.6   Elect  Director Matthew J. O'Rourke       For       For        Management
1.7   Elect  Director Gregorio Reyes            For       For        Management
1.8   Elect  Director Larry W. Sonsini          For       For        Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

LUCENT TECHNOLOGIES INC.

Ticker:       LU             Security ID:  549463107
Meeting Date: FEB 18, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karl J. Krapek             For       For        Management
1.2   Elect Director Patricia F. Russo          For       For        Management
1.3   Elect Director Henry B. Schacht           For       For        Management
1.4   Elect Director Franklin A. Thomas         For       For        Management
2     Declassify the Board of Directors and     For       For        Management
      Amend Director Removal Provision
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Approve Reverse Stock Split               For       For        Management
5     Submit Severance Agreement                Against   For        Shareholder
      (Change-in-Control) to Shareholder Vote
6     Prohibit Awards to Executives             Against   Against    Shareholder


- --------------------------------------------------------------------------------

MACROMEDIA, INC.

Ticker:       MACR           Security ID:  556100105
Meeting Date: JUL 24, 2003   Meeting Type: Annual
Record Date:  MAY 27, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert K. Burgess          For       For        Management
1.2   Elect Director John (Ian) Giffen          For       Withhold   Management
1.3   Elect Director William H. Harris, Jr.     For       For        Management
1.4   Elect Director Robert A. Kotick           For       For        Management
1.5   Elect Director Donald L. Lucas            For       For        Management
1.6   Elect Director Timothy O'Reilly           For       For        Management
1.7   Elect Director William B. Welty           For       For        Management
2     Approve Employee Stock Purchase Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 13, 2003   Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Bergman           For       For        Management
1.2   Elect Director John F. Gifford            For       Withhold   Management
1.3   Elect Director B. Kipling Hagopian        For       For        Management
1.4   Elect Director M. D. Sampels              For       For        Management
1.5   Elect Director A. R. Frank Wazzan         For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

MERCURY INTERACTIVE CORP.

Ticker:       MERQ           Security ID:  589405109
Meeting Date: DEC 10, 2003   Meeting Type: Special
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       Against    Management
2     Amend Employee Stock Purchase Plan        For       For        Management


- --------------------------------------------------------------------------------

NETWORK APPLIANCE, INC.

Ticker:       NTAP           Security ID:  64120L104
Meeting Date: SEP 2, 2003    Meeting Type: Annual
Record Date:  JUL 7, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel J. Warmenhoven      For       For        Management
1.2   Elect Director Donald T. Valentine        For       For        Management
1.3   Elect Director Sanjiv Ahuja               For       For        Management
1.4   Elect Director Carol A. Bartz             For       For        Management
1.5   Elect Director Michael R. Hallman         For       For        Management
1.6   Elect Director Nicholas G. Moore          For       For        Management
1.7   Elect Director Dr. Sachio Semmoto         For       For        Management
1.8   Elect Director Robert T. Wall             For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Other Business                            For       Against    Management


- --------------------------------------------------------------------------------

NMS COMMUNICATIONS CORP.

Ticker:       NMSS           Security ID:  629248105
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director W. Frank King, Ph.D.      For       For        Management
1.2   Elect  Director Pamela D. A. Reeve        For       For        Management


- --------------------------------------------------------------------------------

PERKINELMER INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tamara J. Erickson        For       For        Management
1.2   Elect  Director Nicholas A. Lopardo       For       For        Management
1.3   Elect  Director Alexis P. Michas          For       For        Management
1.4   Elect  Director James C. Mullen           For       For        Management
1.5   Elect  Director Dr. Vicki L. Sato         For       For        Management
1.6   Elect  Director Gabriel Schmergel         For       For        Management
1.7   Elect  Director Kenton J. Sicchitano      For       For        Management
1.8   Elect  Director Gregory L. Summe          For       For        Management
1.9   Elect  Director G. Robert Tod             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


- --------------------------------------------------------------------------------

RSA SECURITY INC.

Ticker:       RSAS           Security ID:  749719100
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gloria C. Larson          For       For        Management
1.2   Elect  Director Joseph B. Lassiter, III   For       For        Management
1.3   Elect  Director Charles R. Stuckey, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SANMINA-SCI CORP.

Ticker:       SANM           Security ID:  800907107
Meeting Date: JAN 26, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. Bolger             For       For        Management
1.2   Elect Director Neil R. Bonke              For       For        Management
1.3   Elect Director Randy W. Furr              For       For        Management
1.4   Elect Director Mario M. Rosati            For       For        Management
1.5   Elect Director A. Eugene Sapp, Jr.        For       For        Management
1.6   Elect Director Wayne Shortridge           For       For        Management
1.7   Elect Director Peter J. Simone            For       For        Management
1.8   Elect Director Jure Sola                  For       For        Management
1.9   Elect Director Bernard V Vonderschmitt    For       For        Management
1.10  Elect Director Jacqueline M. Ward         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SAPIENT CORPORATION

Ticker:       SAPE           Security ID:  803062108
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Darius W. Gaskins, Jr.    For       For        Management
1.2   Elect  Director Gary S. McKissock         For       For        Management
1.3   Elect  Director J. Stuart Moore           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

SEMTECH CORP.

Ticker:       SMTC           Security ID:  816850101
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Glen M. Antle             For       For        Management
1.2   Elect  Director James P. Burra            For       For        Management
1.3   Elect  Director Jason L. Carlson          For       Withhold   Management
1.4   Elect  Director Rockell N. Hankin         For       For        Management
1.5   Elect  Director James T. Lindstrom        For       For        Management
1.6   Elect  Director John L. Piotrowski        For       For        Management
1.7   Elect  Director John D. Poe               For       Withhold   Management
1.8   Elect  Director James T. Schraith         For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TEKELEC

Ticker:       TKLC           Security ID:  879101103
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert V. Adams           For       For        Management
1.2   Elect  Director Jean-Claude Asscher       For       Withhold   Management
1.3   Elect  Director Daniel L. Brenner         For       Withhold   Management
1.4   Elect  Director Martin A. Kaplan          For       Withhold   Management
1.5   Elect  Director Frederick M. Lax          For       Withhold   Management
1.6   Elect  Director Jon F. Rager              For       Withhold   Management
2     Amend Stock Option Plan                   For       Against    Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Non-Employee Director Stock Option  For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

TIVO INC.

Ticker:       TIVO           Security ID:  888706108
Meeting Date: AUG 6, 2003    Meeting Type: Annual
Record Date:  JUN 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael Ramsay             For       For        Management
1.2   Elect Director Randy Komisar              For       Withhold   Management
1.3   Elect Director Geoffrey Y. Yang           For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: DEC 17, 2003   Meeting Type: Special
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       Against    Management


- --------------------------------------------------------------------------------

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: FEB 11, 2004   Meeting Type: Special
Record Date:  JAN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       Against    Management


- --------------------------------------------------------------------------------

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: SEP 30, 2003   Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Dick               For       For        Management
1.2   Elect Director Tina M. Wildes             For       Withhold   Management
2     Approve Omnibus Stock Plan                For       Against    Management


- --------------------------------------------------------------------------------

VEECO INSTRUMENTS, INC.

Ticker:       VECO           Security ID:  922417100
Meeting Date: MAY 7, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Heinz K. Fridrich         For       For        Management
1.2   Elect  Director Roger D. McDaniel         For       For        Management
1.3   Elect  Director Irwin H. Pfister          For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: AUG 7, 2003    Meeting Type: Annual
Record Date:  JUN 9, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director Harold E. Hughes, Jr.      For       For        Management
1.7   Elect Director Richard W. Sevcik          For       For        Management
1.8   Elect Director Elizabeth Vanderslice      For       For        Management
2     Ratify Auditors                           For       For        Management




==================== FIFTH THIRD U.S. GOVERNMENT BOND FUND =====================




================= FIFTH THIRD U.S. TREASURY MONEY MARKET FUND ==================




========================== FIFTH THIRD WORLDWIDE FUND ==========================


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.

Fifth Third Funds
- -----------------------------------------------------------------------
       (Registrant)


By: /s/ Bryan Haft, President
- ---------------------------------------------------------------
    Bryan Haft, President


Date: July 8, 2005



========== END NPX REPORT