FORM N-PX
Annual Report of Proxy voting Record of Registered Management Investment Company



Investment Company Act file number  811-09096
                                   ----------

AmeriPrime Funds
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, IN    46204
- -------------------------------------------------------------------------------
         (Address of principal executive offices)             (Zip code)

Freddie Jacobs
Unified Fund Services, Inc.
431 N. Pennsylvania St.
Indianapolis, IN 46204
- ------------------------------------
(Name and address of agent for service)

Registrant's telephone number, including area code: 317-917-7000

Date of reporting period: 7/1/2003-06/30/2004
                        -----------------------

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

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


AAM EQUITY FUND
PROXY VOTING HISTORY


                                                                                                            

                                                                                      Matter proposed         Fund cast its vote
Ticker    Cusip            Name                   Shareholder   Description of        by: management(m) Vote: for management or
                                                  meeting date  matter(s) voted on    shareholders (s)        against management
- -----------------------------------------------------------------------------------------------------------------------------------

igt      459902102         Intl Game Technology  03/02/04       (1)The election of              M       Yes, For        For
                                                                nominees to serve on
                                                                board of directors;
                                                                (2) An amendment to             M       Yes, For        For
                                                                the International Game
                                                                Technology Employee
                                                                Stock Purchase Plan to
                                                                increase the number of
                                                                shares of common stock
                                                                authorized to be issued
                                                                under the plan;
                                                                (3) The ratification of the     M       Yes, For        For
                                                                appointment of Deloitte &
                                                                Touche LLP as independent
                                                                auditors for our fiscal year
                                                                ending September 30, 2004.
dis      254687106         Walt Disney           03/03/04       (1)  Election of 11 directors,  M       Yes, For        For
                                                                each for a term of one year;
                                                                (2)  Ratification of the        M       Yes, For        For
                                                                appointment of the Company's
                                                                independent auditors for fiscal
                                                                2004;
                                                                (3)  Consideration of share-    S       Yes, Against    For
                                                                holder proposals:
                                                                  Proposal 1 -China Labor
                                                                  Standards (Harrington
                                                                  Investments)
                                                                  Proposal 2 - China Labor
                                                                  Standards (New York City
                                                                  Retirement Systems and
                                                                  Pension Funds)
                                                                  Proposal 3 - Theme Park Safety
hpq      428236103         Hewlett Packard       03/17/04       (1) To elect directors          M       Yes, For        For
                                                                (2) To ratify the appointment   M       Yes, For        For
                                                                of independent auditors for the
                                                                fiscal year ending October 31,
                                                                2004
                                                                (3) To approve the Hewlett-     M       Yes, For        For
                                                                Packard Company 2004 Stock
                                                                Incentive Plan
                                                                (4) To consider and vote upon a S       Yes, Against     For
                                                                shareowner proposal entitled
                                                                "Stock Option Expensing Proposal"
nok      654902204         Nokia Corp.           03/25/04       1. APPROVAL OF THE INCOME
                                                                STATEMENTS AND THE BALANCE
                                                                SHEETS.                         M       Yes, For        For
                                                                2. APPROVAL OF A DIVIDEND OF
                                                                EUR 0.30 PER SHARE.             M       Yes, For        For
                                                                3. APPROVAL OF THE DISCHARGE OF
                                                                THE CHAIRMAN, THE MEMBERS OF
                                                                THE BOARD OF DIRECTORS AND
                                                                THE PRESIDENT FROM LIABILITY.   M       Yes, For        For
                                                                4. Elect Directors:             M       Yes, For        For
                                                                Paul J. Collins
                                                                Georg Ehrnrooth
                                                                Bengt Per Karlsson
                                                                Jorma Ollila
                                                                Marjorie Vesa Vainio
                                                                Arne Wessberg
                                                                5. Ratify Auditors              M       Yes, For        For
                                                                6. APPROVAL OF THE PROPOSAL OF
                                                                THE BOARD TO REDUCE THE
                                                                SHARE CAPITAL THROUGH
                                                                CANCELLATION OF NOKIA SHARES
                                                                HELD BY THE COMPANY             M       Yes, For        For
                                                                7. APPROVAL OF THE
                                                                AUTHORIZATION TO THE BOARD
                                                                TO INCREASE THE SHARE CAPITAL
                                                                OF THE COMPANY.                 M       Yes, For        For
                                                                8. APPROVAL OF THE
                                                                AUTHORIZATION TO THE BOARD
                                                                TO REPURCHASE NOKIA SHARES.     M       Yes, For        For
                                                                9. APPROVAL OF THE
                                                                AUTHORIZATION TO THE BOARD
                                                                TO DISPOSE NOKIA SHARES HELD
                                                                BY THE COMPANY.                 M       Yes, For        For
                                                                10. APPROVAL OF THE PROPOSAL OF
                                                                THE BOARD TO INCREASE THE
                                                                CAPITAL OF THE FOUNDATION OF
                                                                NOKIA CORPORATION.              M       Yes, For        For
gs       38141g104         Goldman Sachs         03/31/04       1.The election to the Board of   M      Yes, For        For
                                                                Directors
                                                                of the 5 nominees named below:
                                                                01 Lloyd C. Blankfein
                                                                02 Lord Browne of Madingley
                                                                03 Claes Dahlback
                                                                04 James A. Johnson
                                                                05 Lois D. Juliber
                                                                2. Ratification of the          M       Yes, For        For
                                                                appointment
                                                                by the Audit Committee of
                                                                the
                                                                Board of Directors of
                                                                PricewaterhouseCoopers
                                                                LLP as independent
                                                                auditors for the 2004
                                                                fiscal year.
                                                                3. Annual election of all       M       Yes, For        For
                                                                Directors to the Board
                                                                of Directors
tg       894650100         Tredegar              04/29/04       1. To elect one director to     M       Yes, For        For
                                                                serve until the 2006
                                                                annual meeting and
                                                                three directors to serve
                                                                until the 2007 annual
                                                                meeting and until their
                                                                successors are elected;
                                                                2. To approve the Tredegar      M       Yes, For        For
                                                                Corporation 2004 Equity
                                                                Incentive Plan;
sti      867914103         SunTrust Banks        04/20/04       1. To elect 5 directors to      M       Yes, For        For
                                                                serve until the Annual
                                                                Meeting of Shareholders
                                                                in 2007;
                                                                2. To ratify the appointment    M       Yes, For        For
                                                                of PricewaterhouseCoopers LLP
                                                                as independent auditors for
                                                                2004;
                                                                3. To approve SunTrust's 2004   M       Yes, For        For
                                                                Stock Plan;
bp       055622104         BP PLC                04/15/04       1   Elect Directors             M       Yes, For        For
                                                                2   To Elect Mr A Burgmans As
                                                                A Director                      M       Yes, For        For
                                                                3   Ratify Auditors             M       Yes, For        For
                                                                4   To Amend The Articles Of
                                                                Association                     M       Yes, For        For
                                                                5   To Give Authority To Allot
                                                                Shares                          M       Yes, For        For
                                                                6   To Give Authority To Allot
                                                                A Limited Number Of Shares For
                                                                Cash                            M       Yes, For        For
                                                                7   To Give Limited Authority
                                                                For The Purchase Of Its Own
                                                                Shares                          M       Yes, For        For
                                                                8   To Authorise The Use Of
                                                                Treasury Shares                 M       Yes, For        For
                                                                9   To Approve The Directors
                                                                Remuneration Report             M       Yes, For        For
                                                                10   To Determine The Limit For
                                                                The Aggregate Remuneration      M       Yes, For        For
                                                                11   To Receive The Directors
                                                                Annual Report And The Accounts  M       Yes, For        For
                                                                12   To Instruct The Company To
                                                                Prepare A Report Of Control And
                                                                Risk                            S       Yes, Against    For
ko       191216100         Coca Cola             04/21/04       1. To elect sixteen Directors   M       Yes, For        For
                                                                to serve until the 2005 Annual
                                                                Meeting of Share Owners,
                                                                2. To ratify the appointment of M       Yes, For        For
                                                                Ernst & Young LLP as independent
                                                                auditors of the Company to serve
                                                                for the 2004 fiscal year,
                                                                3. Share-Owner Proposal         S       Yes, Against     For
                                                                regarding report related to
                                                                global HIV/AIDS pandemic
                                                                4.Share-Owner Proposal          S       Yes, Against     For
                                                                regarding Stock Option Glass
                                                                Ceiling Report
                                                                5.Share-Owner Proposal          S       Yes, Against     For
                                                                regarding Executive
                                                                Compensation
                                                                6.Share-Owner Proposal          S       Yes, Against     For
                                                                regarding Restricted Stock
                                                                7. Share-Owner Proposal         S       Yes, Against     For
                                                                regarding Senior Executive
                                                                Participation in Company's
                                                                Compensation and Deferral
                                                                Investment Program
                                                                8. Share-Owner Proposal on      S       Yes, Against     For
                                                                China Business Principles
                                                                9.  Share-Owner Proposal        S       Yes, Against     For
                                                                regarding Separate Positions
                                                                of CEO and Chairman
jnj      478160104         Johnson and Johnson   04/22/04       1. Election of Directors        M       Yes, For        For
                                                                2. Ratification of              M       Yes, For        For
                                                                appointment of
                                                                PricewaterhouseCoopers as
                                                                independent auditors
                                                                3.a.Proposal on charitable      S       Yes, Against     For
                                                                contributions
                                                                3.b.Request for Admission       S       Yes, Against     For
                                                                Ticket to Annual Meeting.
                                                                3.c.Request For Guest Ticket    S       Yes, Against     For
                                                                to Annual Meeting.
slb      806857108         Schlumberger Ltd      04/14/04       1. Election of 10 Directors     M       Yes, For        For
                                                                Nominees: J. Deutch, J.S.
                                                                Gorelick, A. Gould, T. Isaac,
                                                                A. Lajous, A. Levy-Lang, D.
                                                                Primat, T. Sandvold, N. Seydoux,
                                                                L.G. Stuntz
                                                                2. Adoption and approval of     M       Yes, For        For
                                                                Financials and Dividends
                                                                3. Approval of adoption of the  M       Yes, For        For
                                                                2004 Stock and Deferral Plan
                                                                for Non-Employee Directors
                                                                4. Approval of Auditors         M       Yes, For        For
abt      002824100         Abbott Laboratories   04/23/04       1. Election of 13 Directors.    M       Yes, For        For
                                                                Nominees: (01) R.S. Austin,
                                                                (02) H.L. Fuller, (03) R.A.
                                                                Gonzalez, (04) J.M. Greenberg,
                                                                (05) J.M. Leiden, (06) D.A.L.
                                                                Owen, (07) B. Powell Jr.,
                                                                (08) A.B. Rand, (09) W.A.
                                                                Reynolds, (10) R.S. Roberts,
                                                                (11) W.D. Smithburg, (12) J.R.
                                                                Walter, and (13) M.D. White.
                                                                2.Ratification of Deloitte &    M       Yes, For        For
                                                                Touche LLP as auditors.
                                                                3.   Shareholder Proposal -     S       Yes, Against     For
                                                                Prescription Drugs.
                                                                4.   Shareholder Proposal -     S       Yes, Against     For
                                                                Political Contributions.
                                                                5.   Shareholder Proposal -     S       Yes, Against     For
                                                                Option Grants for Senior Executives.
                                                                6. Shareholder Proposal -       S       Yes, Against     For
                                                                Global Infectious Diseases.
cof      14040h105         Capital One           04/29/04       1. Election of Directors        M       Yes, For        For
                                                                2. Ratification of Ernst &      M       Yes, For        For
                                                                Young LLP as independent auditors
                                                                of the Corporation for 2004.
                                                                3. Approval of Capital One's    M       Yes, For        For
                                                                2004 Stock Incentive Plan.
pfe      717081103         Pfizer                04/22/04       1.  To elect fifteen members    M       Yes, For        For
                                                                of the Board of Directors,
                                                                each for a term of one year.
                                                                2.  To approve the appointment  M       Yes, For        For
                                                                of KPMG LLP as our independent
                                                                auditor for the 2004 fiscal
                                                                year.
                                                                3.  To approve the Pfizer Inc.  M       Yes, For        For
                                                                2004 Stock Plan.
                                                                4. Shareholder Proposal         S       Yes, Against     For
                                                                Requesting Review of the
                                                                Economic Effects of the
                                                                HIV/AIDS, TB and Malaria
                                                                Pandemics on the Company's
                                                                Business Strategy.
                                                                5. Shareholder Proposal         S       Yes, Against     For
                                                                Relating to Political
                                                                Contributions.
                                                                6. Shareholder Proposal         S       Yes, Against     For
                                                                Relating to an Annual Report on
                                                                Corporate Resources Devoted
                                                                to Supporting Political Entities
                                                                or Candidates.
                                                                7. Shareholder Proposal         S       Yes, Against     For
                                                                Seeking to Impose Term Limits on
                                                                Directors.
                                                                8. Shareholder Proposal         S       Yes, Against     For
                                                                Requesting a Report on
                                                                Increasing Access to Pfizer
                                                                Products.
                                                                9. Shareholder Proposal on      S       Yes, Against     For
                                                                Stock Options.
                                                                10. Shareholder Proposal on In  S       Yes, Against     For
                                                                Vitro Testing.
wm       939322103         Washington Mutual     04/20/04       1. Election of Directors        M       Yes, For        For
                                                                2. Ratification of appointment  M       Yes, For        For
                                                                of Deloitte & Touche LLP as the
                                                                company's independent auditors for
                                                                2004
                                                                3.Shareholder proposal relating S       Yes, Against     For
                                                                to a specific compensation
                                                                program
axp      025816109         American Express      04/26/04       1 - Election of Directors.      M       Yes, For        For
                                                                (05) K.I. Chenault  (09) R.A. McGinn
                                                                (01) D.F. Akerson   (06) P.R. Dolan       (10) E.D. Miller
                                                                (02) C. Barshefsky  (07) V.E. Jordan, Jr. (11) F.P. Popoff
                                                                (03) W.G. Bowen     (08) J. Leschly       (12) R.D. Walter
                                                                (04) U.M. BURNS
                                                                2 - proposal to ratify          M       Yes, For        For
                                                                selection of Ernst & Young
                                                                LLP as Independent
                                                                3 - Shareholder proposal to     S       Yes, Against     For
                                                                establish six-year term limits
                                                                for directors.
                                                                4 - shareholder proposal        S       Yes, Against     For
                                                                requesting a separate annual
                                                                report describing the company's
                                                                political contributions.
bud      035229103         Anheuser Busch        04/28/04       1. ELECTION OF DIRECTORS        M       Yes, For        For
                                                                01) August A. Busch III
                                                                02) Carlos Fernandez G.
                                                                03) James R. Jones
                                                                04) Andrew C. Taylor
                                                                05) Douglas A. Warner III
                                                                2. APPROVAL OF INDEPENDENT      M       Yes, For        For
                                                                AUDITORS
jp       475070108         Jefferson-Pilot       05/03/04       1.   Elect three Class III      M       Yes, For        For
                                                                Directors:
                                                                Dennis R. Glass,
                                                                George W. Henderson, III,
                                                                Patrick S. Pittard
                                                                2.   Elect one Class II         M       Yes, For        For
                                                                Director:
                                                                Robert G. Greer
                                                                3.    Ratify appointment of     M       Yes, For        For
                                                                Ernst &  Young LLP as independent
                                                                auditors.
                                                                4.    Approve Non-Employee      M       Yes, For        For
                                                                Directors' Stock Option Plan.
px       74005p104         Praxair               04/27/04       1. Election of Directors.       M       Yes, For        For
                                                                Nominees:
                                                                (01) Alejandro Achaval,
                                                                (02) Ronald L. Kuehn, Jr.,
                                                                (03) H. Mitchell Watson, Jr.
                                                                2. Proposal to Amend the Long   M       Yes, For        For
                                                                Term Incentive Plan.
                                                                3. Proposal to Amend the        M       Yes, For        For
                                                                Certificate of Incorporation.
                                                                4. Proposal to Approve a        M       Yes, For        For
                                                                Stockholder Protection Rights
                                                                Agreement.
brk.b    084670207         Berkshire Hathaway    05/01/04       1. Election of Directors        M       Yes, For        For
                            Class B                             Nominees: Warren E. Buffett,
                                                                Charles T. Munger, Susan
                                                                T. Buffett, Howard G. Buffett,
                                                                Malcolm G. Chace, David S.
                                                                Gottesman, Charlotte Guyman,
                                                                Donald R. Keough,
                                                                Thomas S. Murphy, Ronald L. Olson
                                                                and Walter Scott, Jr.
                                                                2. Shareholder Proposal:        S       Yes, Against     For
                                                                To approve the stockholder
                                                                proposal with respect to political
                                                                contributions.
mo       02209s103         Altria                04/29/04       1) To elect ten directors.      M       Yes, For        For
                                                                2) To ratify the selection      M       Yes, For        For
                                                                of PricewaterhouseCoopers LLP
                                                                as independent auditors for the
                                                                Company for the fiscal year ending
                                                                December 31, 2004.
eog      26875p101         EOG Resources         05/05/04       1.To elect six directors of the M       Yes, For        For
                                                                Company to hold office until
                                                                the next annual meeting of
                                                                shareholders and until their
                                                                respective successors are duly
                                                                elected and qualified;
                                                                01) George A. Alcorn
                                                                02) Charles R. Crisp
                                                                03) Mark G. Papa
                                                                04) Edmund P. Segner, III
                                                                05) Donald F. Textor
                                                                06) Frank G. Wisner
                                                                2. To ratify the appointment    M       Yes, For        For
                                                                by the Audit Commitee of the Board
                                                                of Directors of Deloitte & Touche
                                                                LLP, independent public accountants,
                                                                as auditors for the Company for the
                                                                year ending December 31, 2004
                                                                3. To approve the Amended and   M       Yes, For        For
                                                                Restated EOG Resources, Inc.
                                                                1992 Stock Plan
wye      983024100         Wyeth                 04/22/04       1.  ELECTION OF DIRECTORS:      M       Yes, For        For
                                                                Nominees:   01 - C.L. Alexander,
                                                                Jr., 02 - F.A. Bennack, Jr., 03 -
                                                                R.L. Carrion, 04 - R. Essner, 05 -
                                                                J.D. Feerick, 06 - R.S. Langer,
                                                                07 - J.P. Mascotte, 08 - M.L. Polan,
                                                                09 - I.G. Seidenberg, 10 - W.V.
                                                                Shipley and 11 - J.R. Torell III
                                                                2.   Ratification of Principal  M       Yes, For        For
                                                                Independent Public Accountants
                                                                3. Adoption of the Stockholder  S       Yes, Against     For
                                                                Proposal on Access to and
                                                                Affordability of Prescription Drugs
                                                                4. Adoption of Stockholder      S       Yes, Against     For
                                                                Proposal on Animal Testing
mkl      570535104         Markel Corp           05/11/04       (1) Election of Directors       M       Yes, For        For
                                                                Nominees: Douglas C. Eby,
                                                                Leslie A. Grandis, Stewart M.
                                                                Kasen, Alan I. Kirshner, Anthony
                                                                F. Markel, Steven A. Markel,
                                                                Jay M. Weinberg
                                                                (2) To ratify or reject the     M       Yes, For        For
                                                                selection by the Audit
                                                                Committee of the Board of
                                                                Directors of KPMG LLP as the
                                                                Company's independent
                                                                auditors for the year ending
                                                                December 31, 2004.
gd       369550108         General Dynamics      05/05/04       1. Election of                  M       Yes, For        For
                                                                Directors
                                                                2. Approval of                  M       Yes, For        For
                                                                the Equity
                                                                Compensation
                                                                Plan
                                                                3. Shareholder                  M       Yes, For        For
                                                                proposal with
                                                                regard to
                                                                Poison Pills
                                                                4. Shareholder                  M       Yes, For        For
                                                                proposal with
                                                                regard to Foreign
                                                                Military Sales
mur      626717102         Murphy Oil            05/12/04       1. To elect directors to serve  M       Yes, For        For
                                                                for the ensuing year.
                                                                2. To approve or disapprove the M       Yes, For        For
                                                                action of the Audit Committee
                                                                of the Board of Directors in
                                                                appointing KPMG LLP as the
                                                                Company's independent auditors
                                                                for 2004.
zmh      98956p102         Zimmer Holdings       05/10/04       1.  Election of Directors       M       Yes, For        For
                                                                Nominees: 01 Larry C.
                                                                Glasscock, 02 - John L.
                                                                McGoldrick
                                                                2.  Stockholder Proposal        S       Yes, Against     For
                                                                Relating to Poison Pills.
                                                                3.  Stockholder Proposal        S       Yes, Against     For
                                                                Relating to Auditor
                                                                Ratification.
dow      260543103         Dow Chemical          05/13/04       1. Election of six Directors.   M       Yes, For        For
                                                                2. Ratification of the          M       Yes, For        For
                                                                appointment of Deloitte &
                                                                Touche LLP as Dow's
                                                                independent auditors for 2004.
                                                                3. Amendment of the Restated    M       Yes, For        For
                                                                Certificate of Incorporation
                                                                for the annual election of
                                                                Directors.
                                                                4. Stockholder proposal on      S       Yes, Against     For
                                                                Bhopal.
amgn     031162100         Amgen                 05/13/04       1.    To elect four directors   M       Yes, For        For
                                                                for a three year term expiring
                                                                at the Annual Meeting of
                                                                Stockholders in 2007.
                                                                Mr. Frank J. Biondi, Jr
                                                                Mr. Jerry D. Choate
                                                                Mr. Frank C. Herringer
                                                                Dr. Gilbert S. Omenn
                                                                2.    To ratify the selection   M       Yes, For        For
                                                                of Ernst & Young LLP as
                                                                independent auditors of the
                                                                Company for the year ending
                                                                December 31, 2004
                                                                3.    STOCKHOLDER PROPOSALS:    S       Yes, Against     For
                                                                Stockholder Proposal #1 (EEO-1
                                                                Report)
                                                                Stockholder Proposal #2 (Stock
                                                                Option Expensing)
ath      03674B104         Anthem                05/17/04       (1)To elect four members of the M       Yes, For        For
                                                                Board of Directors for three-year terms.
intc     458140100         Intel Corp            05/19/04       1. Election of Directors
                                                                        01 - Craig R. Barrett
                                                                        02 - Charlene Barshefsky
                                                                        03 - E. John P. Browne
                                                                        04 - Andrew S. Grove
                                                                        05 - D. James Guzy
                                                                        06 - Reed E. Hundt
                                                                        07 - Paul S. Otellini
                                                                        08 - David S. Pottruck
                                                                        09 - Jane E. Shaw
                                                                        10 - John L. Thornton
                                                                        11 - David B. Yoffie
                                                                2. Ratification of Selection of M       Yes, For        For
                                                                Independent Auditors
                                                                3. Approval of the 2004 Equity  M       Yes, For        For
                                                                Incentive Plan
                                                                4. Stockholder Proposal         S       Yes, Against     For
                                                                Requesting the Expensing of
                                                                Stock Options
                                                                5. Stockholder Proposal         S       Yes, Against     For
                                                                Requesting
                                                                the Use of Performance-Vesting
                                                                Stock
                                                                6. Stockholder Proposal         S       Yes, Against     For
                                                                Requesting the Use of
                                                                Performance-Based
                                                                Stock Options
fdc      319963104         First Data            05/19/04       1.  Election of directors:      M       Yes, For        For
                                                                01 Henry C. Duques
                                                                02 Charles T. Fote
                                                                03 Richard P. Kiphart
                                                                04 Joan E. Spero
                                                                2.The ratification of the       M       Yes, For        For
                                                                selection of Ernst & Young
                                                                LLP as independent auditors
                                                                of the Company for 2004.
agp      03073t102         Amerigroup            05/12/04       1. Election of Directors -      M       Yes, For        For
                                                                Nominees for term ending in
                                                                2007:
                                                                Jeffrey L. McWaters
                                                                Uwe E. Reinhardt, Ph.D.
                                                                2.  Ratification of             M       Yes, For        For
                                                                appointment of independent
                                                                auditors resolved, That the
                                                                appointment of KPMG LLP as
                                                                independent auditors for
                                                                AMERIGROUP Corporation for the
                                                                year ending December 31, 2004
                                                                is hereby ratified.
xom      30231g102         Exxon Mobil           05/26/04       1.  Election of directors       M       Yes, For        For
                                                                2.  Ratification of independent M       Yes, For        For
                                                                auditors
                                                                3.  Approval of 2004 Non-       M       Yes, For        For
                                                                Employee Director Restricted
                                                                Stock Plan
                                                                4.  Political contributions     S       Yes, Against     For
                                                                5.  Political contributions     S       Yes, Against     For
                                                                report
                                                                6.  Media response on           S       Yes, Against     For
                                                                Equatorial Guinea
                                                                7.  Board Chairman and CEO      S       Yes, Against     For
                                                                8.  Executive compensation      S       Yes, Against     For
                                                                9.  Equity compensation report  S       Yes, Against     For
                                                                10. Amendment of EEO policy     S       Yes, Against     For
                                                                11.  Climate science report     S       Yes, Against     For
icai     45840q101         Interactive Corp      06/23/04       1. Elect Directors - Nominees:  M       Yes, For        For
                                                                Robert R. Bennett I
                                                                Edgar Bronfman, Jr.
                                                                Barry Diller
                                                                Victor A. Kaufman
                                                                Donald R. Keough
                                                                Marie-Josee Kravis
                                                                John C. Malone
                                                                Steven Rattner
                                                                Gen. H.N. Schwarzkopf
                                                                Alan G. Spoon
                                                                Diane Von Furstenberg
                                                                2.  Ratify Auditors             M       Yes, For        For


COLUMBIA PARTNERS EQUITY FUND
PROXY VOTING HISTORY

Mtg                  Company/                                              Mgmt          Vote          Record                Shares
Date/Type            Ballot Issues                            Security     Rec           Cast          Date                   Voted
- -------------------- ---------------------------------------- ------------ ------------- ------------- ------------ --------------
- ----------------------------------------------------------------------------------------------------------------------------------

07/21/03 - A   Research In Motion Ltd *RIM*                     760975102                                06/03/03        18,410
               1      Elect J. L. Balsillie, M. Lazaridis, D.                   For           For
                      Fregin, K. Cork, D. Wright, J. Estill and J.
                      Richardson as Directors
               2      Ratify Ernst & Young LLP as Auditors                      For           For


08/05/03 - A   Alliant Techsystems Inc. *ATK*                   018804104                                06/10/03        6,947
               1      Elect Directors                                           For           Split
               1.1    Elect Director Frances D. Cook --- For
               1.2    Elect Director Gilbert F. Decker --- For
               1.3    Elect Director Jonathan G. Guss --- For
               1.4    Elect Director Admiral David E. Jeremiah,
                      USN (Ret.) --- For
               1.5    Elect Director Admiral Paul David Miller,
                      USN (Ret.) --- Withhold

               1.6    Elect Director Daniel J. Murphy, Jr. --- For
               1.7    Elect Director General Robert W. RisCassi,
                      USA (Ret.) --- For
               1.8    Elect Director Michael T. Smith --- For
               1.9    Elect Director William G. Van Dyke --- For
               2      Ratify Auditors                                           For           For
                      Shareholder Proposal
               3      Report on Space-Based Weapons                             Against       For
                          In the case of Alliant Techsystems, we recognize that
                          the report would omit classified or proprietary
                          information that might jeopardize national security or
                          the ability for the company to remain competitive in
                          the industry. Furthermore, it is reasonable to
                          conclude from the company's statements that such
                          information is already carefully considered and at
                          least partially disclosed in other documents.
                          Therefore, consolidation of the information into a
                          shareholder report should not pose significant costs
                          to the company. In view of the scope and complexity of
                          issues surrounding the long-term implications of
                          involvement in space weapons programs and given that
                          the company can prepare such a report at a reasonable
                          cost while also omitting any proprietary information,
                          we believe that this proposal is in the best interests
                          of shareholders.


08/14/03 - A   The J. M. Smucker Co. *SJM*                      832696405                                06/16/03        7,345
               1      Elect Directors                                           For           Split
               1.1    Elect Director Fred A. Duncan --- For
               1.2    Elect Director Charles S. Mechem, Jr. --- For
               1.3    Elect Director Gary A. Oatey --- For
               1.4    Elect Director Timothy P. Smucker ---
                      Withhold

               2      Ratify Auditors                                           For           For


09/02/03 - A   Network Appliance, Inc. *NTAP*                   64120L104                                07/07/03        12,255
               1      Elect Directors                                           For           For
               2      Amend Omnibus Stock Plan                                  For           Against
                          We do not support this plan. First, the plan allows
                          for the repricing of underwater stock options without
                          shareholder approval. We believe repricing reduces the
                          incentive value of the plan by undermining the concept
                          that stock options is intended to be a long-term
                          incentive. Second, the company's potential Voting
                          Power Dilution (VPD) for all incentive plans is
                          23.38%, which exceeds our guidelines. Proposals that
                          add to a company's VPD can potentially dilute the
                          voting interests of common shareholders.
               3      Amend Employee Stock Purchase Plan                        For           For
               4      Ratify Auditors                                           For           Against
                          We do not support this item. In this instance, the
                          non-auditing consulting fees are more than 25 percent
                          of total fees paid. As such, we will vote against the
                          company's auditor. We believe the integrity of the
                          auditor's relationship with the company is compromised
                          when a firm is paid excessive consulting fees on top
                          of those paid for auditing services. This arrangement
                          has the potential to open the auditor process to a
                          wide range of conflicts of interest.
               5      Other Business                                            For           Against
                          As we cannot know the content of these issues, we do not support this request.



10/23/03 - A   * Barr Pharmaceuticals Inc *BRL*                 068306109                                09/02/03            4,375
               1      Elect Directors                                           For           Split
               1.1    Elect Director Bruce L. Downey --- Withhold
                          We will vote FOR the directors with the exceptions of
                          insiders Carole Ben-Maimon, Paul Bisaro, and Bruce
                          Downey, from whom we will WITHHOLD votes for standing
                          on the Nominating Committee. We will also WITHHOLD
                          votes from Mr. Downey for serving as chairman and CEO.
               1.2    Elect Director Paul M. Bisaro --- Withhold
                          The director nominees meet our guidelines. The
                          composition of the board does not meet our standard
                          for board and committee independence. A majority of
                          independent directors on a board is a direct way to
                          assure that shareholder interests will be properly
                          represented on a board. We will WITHHOLD votes from
                          all director nominees.
               1.3    Elect Director Carole S. Ben-Maimon ---
                      Withhold
                          The director nominees meet our guidelines. The
                          composition of the board does not meet our standard
                          for board and committee independence. A majority of
                          independent directors on a board is a direct way to
                          assure that shareholder interests will be properly
                          represented on a board. We will WITHHOLD votes from
                          all director nominees.
               1.4    Elect Director George P. Stephan --- For
               1.5    Elect Director Jack M. Kay --- For
               1.6    Elect Director Harold N. Chefitz --- For
               1.7    Elect Director Richard R. Frankovic --- For
               1.8    Elect Director Peter R. Seaver --- For
               1.9    Elect Director James S. Gilmore, III --- For
               2      Change State of Incorporation from New York               For           For
                      to Delaware
               3      Increase Authorized Common Stock                          For           Against
                          We do not support this plan. The number of additional
                          authorized common shares sought in this proposal
                          exceeds our guidelines. As a policy, PVS will not
                          support increases in authorized common shares of this
                          magnitude, unless the company has offered a specific
                          and reasonable purpose for the additional shares. In
                          this case, the company has not offered a specific
                          reason for the share increase. Large increases in
                          authorized common stock may be used for anti-takeover
                          devices or to fund undesirable increases in executive
                          stock options without shareholder approval.


10/06/03 - S   Boston Scientific Corp. *BSX*                    101137107                                08/27/03            2,515
               1      Increase Authorized Common Stock                          For           For


10/03/03 - S   * Coors (Adolph) Company *RKY*                   217016104                                08/25/03            3,355
               1      Change State of Incorporation from Colorado               For           For
                      to Delaware
               2      Adjourn Meeting                                           For           Against
                          Once their votes have been cast, there is no
                          justification for spending more money to continue
                          pressing shareholders for more votes.


11/11/03 - A   Microsoft Corp. *MSFT*                           594918104                                09/12/03            8,230
               1      Elect Directors                                           For           Split
               1.1    Elect Director William H. Gates, III --- For
               1.2    Elect Director Steven A. Ballmer --- For
               1.3    Elect Director James I. Cash, Jr., Ph.D. --- For
               1.4    Elect Director Raymond V. Gilmartin --- For
               1.5    Elect Director Ann McLaughlin Korologos ---  For
               1.6    Elect Director David F. Marquardt --- For
               1.7    Elect Director Charles H. Noski --- For
               1.8    Elect Director Dr. Helmut Panke --- For
               1.9    Elect Director Wm. G. Reed, Jr. --- For
               1.10   Elect Director Jon A. Shirley --- Withhold

               2      Amend Omnibus Stock Plan                                  For           Against

               3      Amend Non-Employee Director Stock Option Plan             For           Against

                      Shareholder Proposal
               4      Refrain from Giving Charitable Contributions              Against       Against






03/10/04 - A   Advanced Digital Information Corp.               007525108                                01/12/04           21,905
               *ADIC*
               1      Elect Directors                                           For           Split
               1.1    Elect Director Tom A. Alberg --- For
               1.2    Elect Director Walter F. Walker --- Withhold
               2      Amend Omnibus Stock Plan                                  For           Against
               3      Amend Employee Stock Purchase Plan                        For           For


01/29/04 - A   Costco Wholesale Corporation *COST*              22160K105                                12/05/03            4,395
               1      Elect Directors                                           For           For
                      Shareholder Proposals
               2      Declassify the Board of Directors                         Against       For
               3      Develop Land Procurement Policy                           Against       For
                      Management Proposal
               4      Ratify Auditors                                           For           Against


02/25/04 - A   Deere & Co. *DE*                                 244199105                                12/31/03            4,285
               1      Elect Directors                                           For           Split
               1.1    Elect Director Robert W. Lane --- Withhold
               1.2    Elect Director Antonio Madero B. --- For
               1.3    Elect Director Aulana L. Peters --- Withhold
               1.4    Elect Director John R. Walter --- Withhold


03/17/04 - A   Hewlett-Packard Co. *HPQ*                        428236103                                01/20/04           13,945
               1      Elect Directors                                           For           Split
               1.1    Elect Director L.T. Babbio, Jr. --- For
               1.2    Elect Director P.C. Dunn --- For
               1.3    Elect Director C.S. Fiorina --- Withhold
               1.4    Elect Director R.A. Hackborn --- For
               1.5    Elect Director G.A. Keyworth II --- Withhold
               1.6    Elect Director R.E. Knowling, Jr. --- For
               1.7    Elect Director S.M. Litvack --- Withhold
               1.8    Elect Director R.L. Ryan --- For
               1.9    Elect Director L.S. Salhany --- For
               2      Ratify Auditors                                           For           Against
               3      Approve Omnibus Stock Plan                                For           Against
               4      Expense Stock Options                                     Against       For


02/10/04 - A   Laidlaw International, Inc. *LI*                 50730R102                                12/15/03           23,235
               1      Elect Directors                                           For           Withhold


03/17/04 - A   OSI Pharmaceuticals, Inc. *OSIP*                 671040103                                01/21/04            9,475
               1      Elect Directors                                           For           Split
               1.1    Elect Director Robert A. Ingram --- For
               1.2    Elect Director Colin Goddard, Ph.D. ---
                      Withhold
                   1.3 Elect Director Edwin A. Gee, Ph.D. ---
                                    Withhold
                    1.4 Elect Director Michael Atieh --- For
                1.5 Elect Director G. Morgan Browne --- Withhold
                  1.6 Elect Director Daryl K. Granner, M.D. ---
                      Withhold
               1.7    Elect Director Walter M Lovenberg, Phd ---
                      For
               1.8    Elect Director Viren Mehta --- For
               1.9    Elect Director Sir Mark Richmond, Phd --- For
               1.10   Elect Director John P. White --- Withhold
               2      Amend Stock Option Plan                                   For           Against
               3      Ratify Auditors                                           For           For


03/22/04 - A   Whole Foods Market, Inc. *WFMI*                  966837106                                01/22/04            2,985
               1      Elect Directors                                           For           Split
               1.1    Elect Director David W. Dupree --- For
               1.2    Elect Director Gabrielle E. Greene --- For
               1.3    Elect Director John P. Mackey --- Withhold
               1.4    Elect Director Morris J. Siegel --- For
               2      Amend Stock Option Plan                                   For           Against
               3      Ratify Auditors                                           For           For
               4      Submit Shareholder Rights Plan (Poison Pill)              Against       For
                      to Shareholder Vote


04/23/04 - A   Abbott Laboratories *ABT*                        002824100                                  02/25/04           8,770
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Roxanne S. Austin --- For

               1.2     Elect Director H.Laurance Fuller ---
                       Withhold
                   1.3 Elect Director Richard A. Gonzalez ---
                                    Withhold
                  1.4 Elect Director Jack M. Greenberg --- For
                    1.5 Elect Director Jeffrey M. Leiden ---
                       Withhold
               1.6     Elect Director David A. Lord Owen --- For
               1.7     Elect Director Boone Powell Jr. --- Withhold
               1.8     Elect Director Addison Barry Rand ---
                       Withhold
               1.9     Elect Director W.Ann Reynolds --- Withhold
               1.10    Elect Director Roy S. Roberts --- For
               1.11    Elect Director William D. Smithburg ---
                       Withhold
               1.12    Elect Director John R. Walter --- Withhold
               1.13    Elect Director Miles D. White --- Withhold
               2       Ratify Auditors                                          For          For                         Mgmt

               3       Drug Pricing                                             Against      Against                     ShrHoldr

               4       Report on Political Contributions/Activities             Against      For                         ShrHoldr

               5       Prohibit Awards to Executives                            Against      Against                     ShrHoldr

               6       Report on Operational Imact of HIV/AIDS,                 Against      For                         ShrHoldr
                       TB, and Malaria Pandemic



05/20/04 - A   ADVANCED MEDICAL OPTICS INC *AVO*                00763M108                                  03/26/04           4,805
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director William Grant --- Withhold

               1.2     Elect Director Christopher Chavez --- For
               2       Amend Omnibus Stock Plan                                 For          Against                     Mgmt



04/30/04 - A   Alcoa Inc. *AA*                                  013817101                                  02/02/04          3,770
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Alain J.P. Belda --- Withhold

               1.2     Elect Director Carlos Ghosn --- For
               1.3     Elect Director Henry B. Schacht --- Withhold
               1.4     Elect Director Franklin A. Thomas ---
                       Withhold
               2       Approve Omnibus Stock Plan                               For          Against                     Mgmt

               3       Report on Pay Disparity                                  Against      For                         ShrHoldr

               4       Submit Severance Agreement                               Against      For                         ShrHoldr
                       (Change-in-Control) to Shareholder Vote


05/13/04 - A   Amgen, Inc. *AMGN*                               031162100                                  03/19/04           3,615
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Frank J. Biondi, Jr. --- For

               1.2     Elect Director Jerry D. Choate --- Withhold
               1.3     Elect Director Frank C. Herringer --- For
               1.4     Elect Director Gilbert S. Omenn --- Withhold
               2       Ratify Auditors                                          For          Against                     Mgmt

               3       Prepare Glass Ceiling Report                             Against      For                         ShrHoldr

               4       Expense Stock Options                                    Against      For                         ShrHoldr


05/26/04 - A   Bank of America Corp. *BAC*                      060505104                                  04/07/04           2,595
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director William Barnet, III --- For

               1.2     Elect Director Charles W. Coker --- Withhold
               1.3     Elect Director John T. Collins --- For
               1.4     Elect Director Gary L. Countryman --- For
               1.5     Elect Director Paul Fulton --- Withhold
               1.6     Elect Director Charles K. Gifford ---
                       Withhold
               1.7     Elect Director Donald E. Guinn --- For
               1.8     Elect Director James H. Hance, Jr. ---
                       Withhold
               1.9     Elect Director Kenneth D. Lewis --- Withhold
               1.10    Elect Director Walter E. Massey --- For
               1.11    Elect Director Thomas J. May --- For
               1.12    Elect Director C. Steven McMillan --- For
               1.13    Elect Director Eugene M. McQuade ---
                       Withhold
               1.14    Elect Director Patricia E. Mitchell --- For
               1.15    Elect Director Edward L. Romero --- For
               1.16    Elect Director Thomas M. Ryan --- For
               1.17    Elect Director O. Temple Sloan, Jr. --- For
               1.18    Elect Director Meredith R. Spangler ---
                       Withhold
               1.19    Elect Director Jackie M. Ward --- For
               2       Ratify Auditors                                          For          Against                     Mgmt

               3       Change Date of Annual Meeting                            Against      Against                     ShrHoldr

               4       Adopt Nomination Procedures for the Board                Against      For                         ShrHoldr

               5       Charitable Contributions                                 Against      Against                     ShrHoldr

               6       Establish Independent Committee to Review                Against      For                         ShrHoldr
                       Mutual Fund Policy

               7       Adopt Standards Regarding Privacy and                    Against      For                         ShrHoldr
                       Information Security



06/02/04 - A   Barnes & Noble, Inc. *BKS*                       067774109                                  04/12/04           2,745
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Leonard Riggio --- Withhold

               1.2     Elect Director Michael J. Del Giudice ---
                       For
               1.3     Elect Director William Sheluck, Jr. ---
                       Withhold
               2       Approve Omnibus Stock Plan                               For          Against                     Mgmt

               3       Approve Executive Incentive Bonus Plan                   For          Against                     Mgmt

               4       Approve Increase in Size of Board                        For          For                         Mgmt

               5       Ratify Auditors                                          For          For                         Mgmt


06/24/04 - A   Best Buy Co., Inc. *BBY*                         086516101                                  04/26/04          4,105
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Bradbury H. Anderson ---
                       Withhold

               1.2     Elect Director K.J. Higgins Victor --- For
               1.3     Elect Director Allen U. Lenzmeier ---
                       Withhold
               1.4     Elect Director Frank D. Trestman ---
                       Withhold
               1.5     Elect Director James C. Wetherbe ---
                       Withhold
               1.6     Elect Director Ronald James --- For
               1.7     Elect Director Matthew H. Paull --- For
               1.8     Elect Director Mary A. Tolan --- For
               2       Ratify Auditors                                          For          For                         Mgmt

               3       Approve Omnibus Stock Plan                               For          Against                     Mgmt

05/11/04 - A   Boston Scientific Corp. *BSX*                    101137107                                  03/19/04           3,850
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Ursula M. Burns --- For

               1.2     Elect Director Marye Anne Fox --- For
               1.3     Elect Director N.J. Nicholas, Jr. ---
                       Withhold
               1.4     Elect Director John E. Pepper --- For
               2       Ratify Auditors                                          For          Against                     Mgmt


05/07/04 - A   Colgate-Palmolive Co. *CL*                       194162103                                  03/09/04           5,525
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Jill K. Conway --- Withhold

               1.2     Elect Director Ronald E. Ferguson ---
                       Withhold
               1.3     Elect Director Carlos M. Gutierrez --- For
               1.4     Elect Director Ellen M. Hancock --- Withhold
               1.5     Elect Director David W. Johnson --- Withhold
               1.6     Elect Director Richard J. Kogan --- For
               1.7     Elect Director Delano E. Lewis --- For
               1.8     Elect Director Reuben Mark --- Withhold
               1.9     Elect Director Elizabeth A. Monrad --- For
               2       Ratify Auditors                                          For          For                         Mgmt

               3       Approve Executive Incentive Bonus Plan                   For          Against                     Mgmt

               4       Submit Severance Agreement                               Against      For                         ShrHoldr
                       (Change-in-Control) to Shareholder Vote

               5       Adopt ILO Based Code of Conduct                          Against      For                         ShrHoldr

               6       Separate Chairman and CEO Positions                      Against      For                         ShrHoldr


05/18/04 - A   Dean Foods Company *DF*                          242370104                                  03/26/04          1,325
               1       Elect Directors                                          For          Withhold                    Mgmt
               1.1     Elect Director Alan J. Bernon --- Withhold

               1.2     Elect Director Gregg L. Engles --- Withhold
               1.3     Elect Director Joseph S. Hardin, Jr. ---
                       Withhold
               1.4     Elect Director Ronald Kirk --- Withhold
               1.5     Elect Director John S. Llewellyn, Jr. ---
                       Withhold
               2       Ratify Auditors                                          For          For                         Mgmt

05/05/04 - A   EMC Corp. *EMC*                                  268648102                                  03/08/04         25,305
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director John R. Egan --- Withhold

               1.2     Elect Director Michael C. Ruettgers ---
                       Withhold
               1.3     Elect Director David N. Strohm --- For
               2       Amend Omnibus Stock Plan                                 For          Against                     Mgmt

               3       Amend Employee Stock Purchase Plan                       For          For                         Mgmt

               4       Ratify Auditors                                          For          For                         Mgmt

               5       Limit Executive Compensation                             Against      For                         ShrHoldr


05/26/04 - A   Exxon Mobil Corp. *XOM*                          30231G102                                  04/05/04          7,045
               1       Elect Directors                                          For          Split                       Mgmt
               1.1     Elect Director Michael J. Boskin --- For

               1.2     Elect Director James R. Houghton --- For
               1.3     Elect Director William R. Howell ---
                       Withhold
               1.4     Elect Director Reatha Clark King --- For
               1.5     Elect Director Philip E. Lippincott ---
                       Withhold
               1.6     Elect Director Harry J. Longwell ---
                       Withhold
               1.7     Elect Director Henry A. McKinnell, Jr. ---
                       For
               1.8     Elect Director Marilyn Carlson Nelson ---
                       Withhold
               1.9     Elect Director Lee R. Raymond --- Withhold
               1.10    Elect Director Walter V. Shipley --- For
               1.11    Elect Director Rex W. Tillerson --- Withhold
               2       Ratify Auditors                                          For          For                         Mgmt

               3       Approve Non-Employee Director Restricted                 For          For                         Mgmt
                       Stock Plan

               4       Affirm Political Nonpartisanship                         Against      For                         ShrHoldr

               5       Report on Political Contributions/Activities             Against      For                         ShrHoldr
               6       Report on Equatorial Guinea                              Against      For                         ShrHoldr

               7       Separate Chairman and CEO Positions                      Against      For                         ShrHoldr

               8       Prohibit Awards to Executives                            Against      Against                     ShrHoldr

               9       Report on Stock Option Distribution by Race              Against      For                         ShrHoldr
                       and Gender

               10      Amend EEO Statement to Include Reference to              Against      For                         ShrHoldr
                       Sexual Orientation

               11      Report on Climate Change Research                        Against      For                         ShrHoldr


04/28/04 - A        General Electric Co. *GE*                   369604103                                  03/01/04          6,735
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James I. Cash, Jr. --- For

                    1.2     Elect Director Dennis D. Dammerman ---
                            Withhold
                    1.3     Elect Director Ann M. Fudge --- For
                    1.4     Elect Director Claudio X. Gonzalez ---
                            Withhold
                    1.5     Elect Director Jeffrey R. Immelt ---
                            Withhold
                    1.6     Elect Director Andrea Jung --- For
                    1.7     Elect Director Alan G. Lafley --- For
                    1.8     Elect Director Kenneth G. Langone --- For
                    1.9     Elect Director Ralph S. Larsen --- For
                    1.10    Elect Director Rochelle B. Lazarus --- For
                    1.11    Elect Director Sam Nunn --- For
                    1.12    Elect Director Roger S. Penske --- Withhold
                    1.13    Elect Director Robert J. Swieringa --- For
                    1.14    Elect Director Douglas A. Warner III ---
                            Withhold
                    1.15    Elect Director Robert C. Wright --- Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Amend Omnibus Stock Plan                            For          For                         Mgmt

                    4       Provide for Cumulative Voting                       Against      For                         ShrHoldr

                    5       Eliminate Animal Testing                            Against      Against                     ShrHoldr

                    6       Report on Nuclear Fuel Storage Risks                Against      For                         ShrHoldr

                    7       Report on PCB Clean-up                              Against      For                         ShrHoldr

                    8       Report on Foreign Outsourcing                       Against      For                         ShrHoldr

                    9       Prepare Sustainability Report                       Against      For                         ShrHoldr

                    10      Limit Composition of Management Development         Against      For                         ShrHoldr
                            and Compensation Committee to Independent
                            Directors

                    11      Report on Pay Disparity                             Against      For                         ShrHoldr

                    12      Limit Awards to Executives                          Against      Against                     ShrHoldr

                    13      Limit Board Service for Other Companies             Against      For                         ShrHoldr

                    14      Separate Chairman and CEO Positions                 Against      For                         ShrHoldr

                    15      Hire Advisor/Maximize Shareholder Value             Against      Against                     ShrHoldr

                    16      Adopt a Retention Ratio for Executives and          Against      For                         ShrHoldr
                            Directors

                    17      Require 70% to 80% Independent Board                Against      Against                     ShrHoldr

                    18      Report on Political Contributions/Activities        Against      For                         ShrHoldr



05/27/04 - A        Home Depot, Inc. (The) *HD*                  437076102                                  03/29/04          7,950
                    1       Elect Directors                                     For          Withhold                    Mgmt
                    1.1     Elect Director Gregory D. Brenneman ---
                            Withhold

                    1.2     Elect Director Richard H. Brown --- Withhold
                    1.3     Elect Director John L. Clendenin ---
                            Withhold
                    1.4     Elect Director Berry R. Cox --- Withhold
                    1.5     Elect Director Claudio X. Gonzalez ---
                            Withhold
                    1.6     Elect Director Milledge A. Hart, III ---
                            Withhold
                    1.7     Elect Director Bonnie G. Hill --- Withhold
                    1.8     Elect Director Kenneth G. Langone ---
                            Withhold
                    1.9     Elect Director Robert L. Nardelli ---
                            Withhold
                    1.10    Elect Director Roger S. Penske --- Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Establish Term Limits for Directors                 Against      Against                     ShrHoldr

                    4       Submit Shareholder Rights Plan (Poison              Against      For                         ShrHoldr
                            Pill) to Shareholder Vote

                    5       Performance- Based/Indexed Options                  Against      For                         ShrHoldr

                    6       Adopt ILO Based Code of Conduct                     Against      For                         ShrHoldr

                    7       Submit Severance Agreement                          Against      For                         ShrHoldr
                            (Change-in-Control) to Shareholder Vote

                    8       Require Affirmative Vote of the Majority of         Against      For                         ShrHoldr
                            the Shares to Elect Directors



06/23/04 - A        IAC / INTERACTIVECORP *IACI*                45840Q101                                  04/29/04          3,825
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Richard N. Barton --- For

                    1.2     Elect Director Robert R. Bennett ---
                            Withhold
                    1.3     Elect Director Edgar Bronfman, Jr. ---
                            Withhold
                  1.4 Elect Director Barry Diller --- Withhold
                    1.5 Elect Director Victor A. Kaufman ---
                            Withhold
                    1.6     Elect Director Donald R. Keough --- For
                    1.7     Elect Director Marie-Josee Kravis --- For
                    1.8     Elect Director John C. Malone --- For
                    1.9     Elect Director Steven Rattner --- For
                    1.10    Elect Director Gen. H.N. Schwarzkopf --- For
                    1.11    Elect Director Alan G. Spoon --- For
                    1.12    Elect Director Diane Von Furstenberg ---
                            Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt



05/19/04 - A        Intel Corp. *INTC*                          458140100                                  03/22/04         12,470
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Craig R. Barrett --- Withhold

                    1.2     Elect Director Charlene Barshefsky ---
                            Withhold
                    1.3     Elect Director E. John P. Browne --- For
                    1.4     Elect Director Andrew S. Grove --- Withhold
                    1.5     Elect Director D. James Guzy --- Withhold
                    1.6     Elect Director Reed E. Hundt --- For
                    1.7     Elect Director Paul S. Otellini --- Withhold
                    1.8     Elect Director David S. Pottruck --- For
                    1.9     Elect Director Jane E. Shaw --- Withhold
                    1.10    Elect Director John L. Thornton --- For
                    1.11    Elect Director David B. Yoffie --- Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Approve Omnibus Stock Plan                          For          Against                     Mgmt

                    4       Expense Stock Options                               Against      For                         ShrHoldr

                    5       Limit/Prohibit Awards to Executives                 Against      For                         ShrHoldr

                    6       Performance- Based/Indexed Options                  Against      For                         ShrHoldr



04/27/04 - A        International Business Machines Corp.       459200101                                  02/27/04          2,675
                    *IBM*
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Cathleen Black --- For

                    1.2     Elect Director Kenneth I. Chenault ---
                            Withhold
                    1.3     Elect Director Carlos Ghosn --- For
                    1.4     Elect Director Nannerl O. Keohane ---
                            Withhold
                    1.5     Elect Director Charles F. Knight ---
                            Withhold
                    1.6     Elect Director Lucio A. Noto --- For
                    1.7     Elect Director Samuel J. Palmisano ---
                            Withhold
                    1.8     Elect Director John B. Slaughter ---
                            Withhold
                    1.9     Elect Director Joan E. Spero --- For
                    1.10    Elect Director Sidney Taurel --- For
                    1.11    Elect Director Charles M. Vest --- For
                    1.12    Elect Director Lorenzo H. Zambrano --- For
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Ratify Auditors for the Company's Business          For          For                         Mgmt
                            Consulting Services Unit

                    4       Approve Executive Incentive Bonus Plan              For          Against                     Mgmt

                    5       Provide for Cumulative Voting                       Against      For                         ShrHoldr

                    6       Amend Pension and Retirement Medical                Against      For                         ShrHoldr
                            Insurance Plans

                    7       Submit Executive Compensation to Vote               Against      For                         ShrHoldr

                    8       Expense Stock Options                               Against      For                         ShrHoldr

                    9       Limit Awards to Executives                          Against      Against                     ShrHoldr

                    10      China Principles                                    Against      For                         ShrHoldr

                    11      Report on Political Contributions/Activities        Against      For                         ShrHoldr

                    12      Report on Executive Compensation                    Against      For                         ShrHoldr


04/22/04 - A        Johnson & Johnson *JNJ*                     478160104                                  02/24/04          4,145
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Gerard N. Burrow --- Withhold

                    1.2     Elect Director Mary S. Coleman --- For
                    1.3     Elect Director James G. Cullen --- For
                    1.4     Elect Director Robert J. Darretta ---
                            Withhold
                    1.5     Elect Director M. Judah Folkman --- For
                    1.6     Elect Director Ann D. Jordan --- Withhold
                    1.7     Elect Director Arnold G. Langbo --- Withhold
                    1.8     Elect Director Susan L. Lindquist --- For
                    1.9     Elect Director Leo F. Mullin --- For
                    1.10    Elect Director Steven S Reinemund --- For
                    1.11    Elect Director David Satcher --- For
                    1.12    Elect Director Henry B. Schacht --- For
                    1.13    Elect Director William C. Weldon ---
                            Withhold
                    2       Ratify Auditors                                     For          Against                     Mgmt

                    3       Cease Charitable Contributions                      Against      Against                     ShrHoldr


04/27/04 - A        Kraft Foods Inc *KFT*                       50075N104                                  03/03/04         11,870
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Louis C. Camilleri ---
                            Withhold

                    1.2     Elect Director Roger K. Deromedi ---
                            Withhold
                    1.3     Elect Director Dinyar S. Devitre ---
                            Withhold
                    1.4     Elect Director W. James Farrell --- For
                    1.5     Elect Director Betsy D. Holden --- Withhold
                    1.6     Elect Director John C. Pope --- For
                    1.7     Elect Director Mary L. Schapiro --- For
                    1.8     Elect Director Charles R. Wall --- Withhold
                    1.9     Elect Director Deborah C. Wright --- For
                    2       Ratify Auditors                                     For          Against                     Mgmt


05/03/04 - A        MBNA Corp. *KRB*                            55262L100                                  02/13/04         11,055
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James H. Berick --- Withhold

                    1.2     Elect Director Benjamin R. Civiletti ---
                            Withhold
                    1.3     Elect Director Bruce L. Hammonds ---
                            Withhold
                    1.4     Elect Director William L. Jews --- For
                    1.5     Elect Director Randolph D. Lerner ---
                            Withhold
                    1.6     Elect Director Stuart L. Markowitz ---
                            Withhold
                    1.7     Elect Director William B. Milstead --- For
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Expense Stock Options                               Against      For                         ShrHoldr

                    4       Require Majority of Independent Directors           Against      For                         ShrHoldr
                            on Board



04/23/04 - A        Merrill Lynch & Co., Inc. *MER*             590188108                                  02/24/04          3,145
                    1       Elect Directors                                     For          For                         Mgmt
                    1.1     Elect Director David K. Newbigging --- For

                    1.2     Elect Director Joseph W. Prueher --- For
                    2       Ratify Auditors                                     For          Against                     Mgmt

                    3       Restore or Provide for Cumulative Voting            Against      For                         ShrHoldr

                    4       Separate Chairman and CEO Positions                 Against      For                         ShrHoldr


06/01/04 - A        Nabors Industries, Ltd. *NBR*               G6359F103                                  04/08/04          2,275
                           Meeting for Holders of ADRs
                    1       Elect Directors                                     For          Withhold                    Mgmt
                    1.1     Elect Director James L. Payne --- Withhold

                    1.2     Elect Director Hans W. Schmidt --- Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       SHAREHOLDER PROPOSAL TO CHANGE NABORS               Against      For                         Mgmt
                            JURISDICTION OF INCORPORATION FROM BERMUDA
                            TO DELAWARE.



05/14/04 - A        Office Depot, Inc. *ODP*                    676220106                                  03/10/04          6,710
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Lee A. Ault III --- Withhold

                    1.2     Elect Director Neil R. Austrian --- Withhold
                    1.3     Elect Director David W. Bernauer --- For
                    1.4     Elect Director Abelardo E. Bru --- For
                    1.5     Elect Director David I. Fuente --- Withhold
                    1.6     Elect Director Brenda J. Gaines --- Withhold
                    1.7     Elect Director Myra M. Hart --- For
                    1.8     Elect Director W. Scott Hedrick --- Withhold
                    1.9     Elect Director James L. Heskett --- Withhold
                    1.10    Elect Director Patricia H. McKay --- For
                    1.11    Elect Director Michael J. Myers --- Withhold
                    1.12    Elect Director Bruce Nelson --- Withhold
                    2       Amend Omnibus Stock Plan                            For          Against                     Mgmt

                    3       Ratify Auditors                                     For          Against                     Mgmt


04/22/04 - A        Pfizer Inc. *PFE*                           717081103                                  02/27/04          9,295
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Michael S. Brown --- For

                    1.2     Elect Director M. Anthony Burns --- Withhold
                    1.3     Elect Director Robert N. Burt --- For
                    1.4     Elect Director W. Don Cornwell --- For
                    1.5     Elect Director William H. Gray III --- For
                    1.6     Elect Director Constance J. Horner ---
                            Withhold
                    1.7     Elect Director William R. Howell --- For
                    1.8     Elect Director Stanley O. Ikenberry ---
                            Withhold
                    1.9     Elect Director George A. Lorch --- For
                    1.10    Elect Director Henry A. Mckinnell ---
                            Withhold
                    1.11    Elect Director Dana G. Mead --- For
                    1.12    Elect Director Franklin D. Raines --- For
                    1.13    Elect Director Ruth J. Simmons --- For
                    1.14    Elect Director William C. Steere, Jr. ---
                            Withhold
                    1.15    Elect Director Jean-Paul Valles --- Withhold
                    2       Ratify Auditors                                     For          Against                     Mgmt

                    3       Approve Omnibus Stock Plan                          For          Against                     Mgmt

                    4       Report on Operational Impact of HIV/AIDS,           Against      For                         ShrHoldr
                            TB, and Malaria Pandemic

                    5       Cease Political Contributions/Activities            Against      Against                     ShrHoldr

                    6       Report on Political Contributions/Activities        Against      For                         ShrHoldr

                    7       Establish Term Limits for Directors                 Against      Against                     ShrHoldr

                    8       Report on Drug Pricing                              Against      Against                     ShrHoldr

                    9       Limit Awards to Executives                          Against      Against                     ShrHoldr

                    10      Amend Animal Testing Policy                         Against      Against                     ShrHoldr


06/02/04 - A        Polycom, Inc. *PLCM*                        73172K104                                  04/09/04          5,595
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Betsy S. Atkins --- For

                    1.2     Elect Director John Seely Brown --- For
                    1.3     Elect Director Robert C. Hagerty ---
                            Withhold
                    1.4     Elect Director John A. Kelley, Jr. --- For
                    1.5     Elect Director Michael R. Kourey --- For
                    1.6     Elect Director Stanley J. Meresman --- For
                    1.7     Elect Director William A. Owens --- Withhold
                    1.8     Elect Director Durk I. Jager --- For
                    1.9     Elect Director Thomas G. Stemberg --- For
                    2       Approve Omnibus Stock Plan                          For          Against                     Mgmt

                    3       Ratify Auditors                                     For          Against                     Mgmt


05/13/04 - A        Providian Financial Corp. *PVN*             74406A102                                  03/15/04         5,585
                    1       Elect Directors                                     For          For                         Mgmt
                    1.1     Elect Director John L. Douglas --- For

                    1.2     Elect Director J. David Grissom --- For
                    1.3     Elect Director Robert J. Higgins --- For
                    1.4     Elect Director Francesca Ruiz de Luzuriaga--- For
                    2       Ratify Auditors                                     For          For                         Mgmt



04/30/04 - A        SBC Communications Inc. *SBC*               78387G103                                  03/02/04         10,645
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James E. Barnes --- Withhold

                    1.2     Elect Director James A. Henderson ---
                            Withhold
                    1.3     Elect Director John B. McCoy --- For
                    1.4     Elect Director S. Donley Ritchey --- For
                    1.5     Elect Director Joyce M. Roche --- For
                    1.6     Elect Director Patricia P. Upton ---
                            Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Amend Bylaws                                        For          For                         Mgmt

                    4       Report on Political Contributions/Activities        Against      For                         ShrHoldr

                    5       Change Size of Board of Directors                   Against      Against                     ShrHoldr



05/13/04 - A        SLM Corp. *SLM*                             78442P106                                  03/15/04         4,970
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Charles L. Daley --- For

                    1.2     Elect Director William M. Diefenderfer, III
                            --- Withhold
                    1.3     Elect Director Thomas J. Fitzpatrick --- For
                    1.4     Elect Director Edward A. Fox --- For
                    1.5     Elect Director Diane Suitt Gilleland ---
                            Withhold
                    1.6     Elect Director Earl A. Goode --- Withhold
                    1.7     Elect Director Ann Torre Grant --- For
                    1.8     Elect Director Ronald F. Hunt --- For
                    1.9     Elect Director Benjamin J. Lambert, III ---
                            Withhold
                    1.10    Elect Director Albert L. Lord --- For
                    1.11    Elect Director Barry A. Munitz --- Withhold
                    1.12    Elect Director A. Alexander Porter, Jr. ---
                            For
                    1.13    Elect Director Wolfgang Schoellkopf ---
                            Withhold
                    1.14    Elect Director Steven L. Shapiro --- For
                    1.15    Elect Director Barry L. Williams --- For
                    2       Approve Omnibus Stock Plan                          For          Against                     Mgmt

                    3       Ratify Auditors                                     For          For                         Mgmt


04/22/04 - A        Sovereign Bancorp, Inc. *SOV*               845905108                                  03/01/04          4,040
                    1       Elect Directors                                     For          Withhold                    Mgmt
                    1.1     Elect Director Andrew C. Hove, Jr. ---
                            Withhold

                    1.2     Elect Director Daniel K. Rothermel ---
                            Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Increase Authorized Common Stock                    For          Against                     Mgmt

                    4       Approve Stock Plan and Employee Stock               For          Against                     Mgmt
                            Purchase Plan

                    5       Approve Bonus Plan                                  For          Against                     Mgmt



06/17/04 - A        Take-Two Interactive Software, Inc.         874054109                                  05/12/04         3,105
                    *TTWO*
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Richard W. Roedel ---
                            Withhold

                    1.2     Elect Director Paul Eibeler --- For
                    1.3     Elect Director Oliver R. Grace, Jr. ---
                            Withhold
                    1.4     Elect Director Robert Flug --- Withhold
                    1.5     Elect Director Todd Emmel --- Withhold
                    1.6     Elect Director Mark Lewis --- For
                    1.7     Elect Director Steven Tisch --- For
                    2       Amend Stock Option Plan                             For          Against                     Mgmt

                    3       Amend Omnibus Stock Plan                            For          Against                     Mgmt



04/15/04 - A        Texas Instruments Inc. *TXN*                882508104                                  02/17/04         10,230
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James R. Adams --- Withhold

                    1.2     Elect Director David L. Boren --- For
                    1.3     Elect Director Daniel A. Carp --- For
                    1.4     Elect Director Thomas J. Engibous ---
                            Withhold
                    1.5     Elect Director Gerald W. Fronterhouse ---
                            Withhold
                    1.6     Elect Director David R. Goode --- For
                    1.7     Elect Director Wayne R. Sanders --- For
                    1.8     Elect Director Ruth J. Simmons --- For
                    1.9     Elect Director Richard K. Templeton ---
                            Withhold
                    1.10    Elect Director Christine Todd Whitman ---
                            For
                    2       Ratify Auditors                                     For          Against                     Mgmt

                    3       Expense Stock Options                               Against      For                         ShrHoldr


04/21/04 - A        The Coca-Cola Company *KO*                  191216100                                  02/23/04          8,535
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Herbert A. Allen --- Withhold

                    1.2     Elect Director Ronald W. Allen --- Withhold
                    1.3     Elect Director Cathleen P. Black ---
                            Withhold
                    1.4     Elect Director Warren E. Buffett ---
                            Withhold
                    1.5     Elect Director Douglas N. Daft --- Withhold
                    1.6     Elect Director Barry Diller --- For
                    1.7     Elect Director Donald R. Keough --- Withhold
                    1.8     Elect Director Susan Bennett King ---
                            Withhold
                    1.9     Elect Director Maria Elena Lagomasino ---
                            For
                    1.10    Elect Director Donald F. Mchenry ---
                            Withhold
                    1.11    Elect Director Robert L. Nardelli --- For
                    1.12    Elect Director Sam Nunn --- For
                    1.13    Elect Director J. Pedro Reinhard --- For
                    1.14    Elect Director James D. Robinson III ---
                            Withhold
                    1.15    Elect Director Peter V. Ueberroth ---
                            Withhold
                    1.16    Elect Director James B. Williams ---
                            Withhold
                    2       Ratify Auditors                                     For          Against                     Mgmt

                    3       Report on Operational Impact of HIV/AIDS            For          For                         ShrHoldr
                            Pandemic

                    4       Report on Stock Option Distribution by Race         Against      For                         ShrHoldr
                            and Gender

                    5       Prohibit Awards to Executives                       Against      Against                     ShrHoldr

                    6       Submit Executive Compensation to Vote               Against      For                         ShrHoldr

                    7       Submit Executive Compensation to Vote               Against      For                         ShrHoldr

                    8       Implement China Principles                          Against      For                         ShrHoldr

                    9       Separate Chairman and CEO Positions                 Against      For                         ShrHoldr



05/20/04 - A        Tiffany & Co. *TIF*                         886547108                                  03/25/04          2,420
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Michael J. Kowalski ---
                            Withhold

                    1.2     Elect Director Rose Marie Bravo --- For
                    1.3     Elect Director William R. Chaney ---
                            Withhold
                    1.4     Elect Director Samuel L. Hayes III ---
                            Withhold
                    1.5     Elect Director Abby F. Kohnstamm --- For
                    1.6     Elect Director Charles K. Marquis ---
                            Withhold
                    1.7     Elect Director J. Thomas Presby --- For
                    1.8     Elect Director James E. Quinn --- Withhold
                    1.9     Elect Director William A. Shutzer ---
                            Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt



05/21/04 - A        Time Warner Inc *TWX*                       887317105                                  03/23/04         13,010
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James L. Barksdale ---
                            Withhold

                    1.2     Elect Director Stephen F. Bollenbach --- For
                    1.3     Elect Director Stephen M. Case --- Withhold
                    1.4     Elect Director Frank J. Caufield --- For
                    1.5     Elect Director Robert C. Clark --- For
                    1.6     Elect Director Miles R. Gilburne ---
                            Withhold
                    1.7     Elect Director Carla A. Hills --- For
                    1.8     Elect Director Reuben Mark --- For
                    1.9     Elect Director Michael A. Miles --- For
                    1.10    Elect Director Kenneth J. Novack ---
                            Withhold
                    1.11    Elect Director Richard D. Parsons ---
                            Withhold
                    1.12    Elect Director R. E. Turner --- Withhold
                    1.13    Elect Director Francis T. Vincent, Jr. ---
                            For
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Adopt China Principles                              Against      For                         ShrHoldr

                    4       Report on Pay Disparity                             Against      For                         ShrHoldr



05/14/04 - A        UTStarcom, Inc. *UTSI*                      918076100                                  03/29/04           3,515
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Thomas J. Toy --- For

                    1.2     Elect Director Ying Wu --- Withhold
                    2       Ratify Auditors                                     For          Against                     Mgmt

04/28/04 - A        Verizon Communications *VZ*                 92343V104                                  03/01/04           8,095
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James R. Barker --- Withhold

                    1.2     Elect Director Richard L. Carrion ---
                            Withhold
                    1.3     Elect Director Robert W. Lane --- For
                    1.4     Elect Director Sandra O. Moose --- Withhold
                    1.5     Elect Director Joseph Neubauer --- Withhold
                    1.6     Elect Director Thomas H. O'Brien ---
                            Withhold
                    1.7     Elect Director Hugh B. Price --- Withhold
                    1.8     Elect Director Ivan G. Seidenberg ---
                            Withhold
                    1.9     Elect Director Walter V. Shipley ---
                            Withhold
                    1.10    Elect Director John R. Stafford --- Withhold
                    1.11    Elect Director Robert D. Storey --- Withhold
                    2       Ratify Auditors                                     For          For                         Mgmt

                    3       Restore or Provide for Cumulative Voting            Against      For                         ShrHoldr

                    4       Require Majority of Independent Directors           Against      For                         ShrHoldr
                            on Board

                    5       Separate Chairman and CEO Positions                 Against      For                         ShrHoldr

                    6       Submit Shareholder Rights Plan (Poison              Against      For                         ShrHoldr
                            Pill) to Shareholder Vote

                    7       Submit Executive Compensation to Vote               Against      For                         ShrHoldr

                    8       Prohibit Awards to Executives                       Against      For                         ShrHoldr

                    9       Report on Stock Option Distribution by Race         Against      For                         ShrHoldr
                            and Gender

                    10      Report on Political Contributions/Activities        Against      For                         ShrHoldr

                    11      Cease Charitable Contributions                      Against      Against                     ShrHoldr



06/04/04 - A        Wal-Mart Stores, Inc. *WMT*                 931142103                                  04/05/04           4,880
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director James W. Breyer --- For

                    1.2     Elect Director M. Michele Burns --- For
                    1.3     Elect Director Thomas M. Coughlin ---
                            Withhold
                    1.4     Elect Director David D. Glass --- Withhold
                    1.5     Elect Director Roland A. Hernandez --- For
                    1.6     Elect Director Dawn G. Lepore --- For
                    1.7     Elect Director John D. Opie --- For
                    1.8     Elect Director J. Paul Reason --- For
                    1.9     Elect Director H. Lee Scott, Jr. ---
                            Withhold
                    1.10    Elect Director Jack C. Shewmaker ---
                            Withhold
                    1.11    Elect Director Jose H. Villarreal --- For
                    1.12    Elect Director John T. Walton --- Withhold
                    1.13    Elect Director S. Robson Walton --- Withhold
                    1.14    Elect Director Christopher J. Williams ---
                            For
                    2       Approve Stock Option Plan                           For          For                         Mgmt

                    3       Approve Stock Option Plan                           For          For                         Mgmt

                    4       Amend Employee Stock Purchase Plan                  For          For                         Mgmt

                    5       Ratify Auditors                                     For          Against                     Mgmt

                    6       Separate Chairman and CEO Positions                 Against      For                         ShrHoldr

                    7       Prepare Sustainability Report                       Against      For                         ShrHoldr

                    8       Report on Stock Option Distribution by Race         Against      For                         ShrHoldr
                            and Gender

                    9       Report on Genetically Modified Organisms            Against      For                         ShrHoldr
                            (GMO)

                    10      Prepare Diversity Report                            Against      For                         ShrHoldr

                    11      Submit Executive Compensation to Vote               Against      For                         ShrHoldr



04/20/04 - A        Washington Mutual, Inc *WM*                 939322103                                  02/27/04          6,690
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Anne V. Farrell --- Withhold

                    1.2     Elect Director Stephen E. Frank --- For
                    1.3     Elect Director Margaret Osmer Mcquade ---
                            For
                    1.4     Elect Director William D. Schulte --- For
                    2       Ratify Auditors                                     For          Against                     Mgmt

                    3       Limit Executive Compensation                        Against      For                         ShrHoldr


04/27/04 - A        Wells Fargo & Company *WFC*                 949746101                                  03/09/04          4,715
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director J.A. Blanchard III --- For

                    1.2     Elect Director Susan E. Engel --- For
                    1.3     Elect Director Enrique Hernandez, Jr. ---
                            For
                    1.4     Elect Director Robert L. Joss --- Withhold
                    1.5     Elect Director Reatha Clark King ---
                            Withhold
                    1.6     Elect Director Richard M. Kovacevich ---
                            Withhold
                    1.7     Elect Director Richard D. McCormick ---
                            Withhold
                    1.8     Elect Director Cynthia H. Milligan ---
                            Withhold
                    1.9     Elect Director Philip J. Quigley --- For
                    1.10    Elect Director Donald B. Rice --- Withhold
                    1.11    Elect Director Judith M. Runstad ---
                            Withhold
                    1.12    Elect Director Stephen W. Sanger --- For
                    1.13    Elect Director Susan G. Swenson --- For
                    1.14    Elect Director Michael W. Wright ---
                            Withhold
                    2       Approve Retirement Plan                             For          For                         Mgmt

                    3       Ratify Auditors                                     For          For                         Mgmt

                    4       Expense Stock Options                               Against      For                         ShrHoldr

                    5       Limit Executive Compensation                        Against      For                         ShrHoldr

                    6       Link Executive Compensation to Social Issues        Against      For                         ShrHoldr

                    7       Report on Political Contributions/Activities        Against      For                         ShrHoldr


05/27/04 - A        XM Satellite Radio Holdings Inc.            983759101                                  04/09/04          4,040
                    *XMSR*
                    1       Elect Directors                                     For          Split                       Mgmt
                    1.1     Elect Director Gary M. Parsons --- Withhold

                    1.2     Elect Director Hugh Panero --- For
                    1.3     Elect Director Nathaniel A. Davis ---
                            Withhold
                    1.4     Elect Director Thomas J. Donohue --- For
                    1.5     Elect Director Thomas G. Elliott ---
                            Withhold
                    1.6     Elect Director George W. Haywood --- For
                    1.7     Elect Director Chester A. Huber, Jr. --- For
                    1.8     Elect Director Jarl Mohn --- For
                    1.9     Elect Director Pierce J. Roberts, Jr. ---
                            Withhold
                    1.10    Elect Director Jack Shaw --- For



<page>
DOBSON COVERED CALL FUND
PROXY VOTING HISTORY


                                                                                      Matter proposed         Fund cast its vote
Ticker    Cusip       Name                        Shareholder   Description of        by: management(m) Vote: for management or
                                                  meeting date  matter(s) voted on    shareholders (s)        against management
- -----------------------------------------------------------------------------------------------------------------------------------
DELL     247025109    DELL COMPUTER             07/18/03        DIRECTORS                       M         For      For
DELL     247025109    DELL COMPUTER             07/18/03        ELIMINATE CLASSIDIED BOARD      M         For      For
DELL     247025109    DELL COMPUTER             07/18/03        CHANGE NAME TO DELL             M         For      For
DELL     247025109    DELL COMPUTER             07/18/03        INCENTIVE BONUS PLAN            M         For      For
HNZ      423074103    H J HEINZ                 09/12/03        DIRECTORS                       M         FOR      For
HNZ      423074103    H J HEINZ                 09/12/03        AUDITORS                        M         FOR      For
MDT      585055106    MEDTRONIC                 08/28/03        DIRECTORS                       M         FOR      For
MDT      585055106    MEDTRONIC                 08/08/03        AUDITORS                        M         FOR      For
MDT      585055106    MEDTRONIC                 08/28/03        2003 LONG TERM INCENTIVE        M         FOR      For
MDT      585055106    MEDTRONIC                 08/28/03        EXECUTIVE INCENTIVE             M         FOR      For
FDX      31428X106    FEDEX CORP                09/29/03        DIRECTORS                       M         FOR      For
FDX      31428X106    FEDEX CORP                09/29/03        INCENTIVE STOCK PLAN            M         FOR      For
FDX      31428X106    FEDEX CORP                09/29/03        AUDITORS                        M         FOR      For
FDX      31428X106    FEDEX CORP                09/29/03        DECLASSIFY BOARD                S         AGAINST  For
GM       370442105    GENERAL MOTORS            10/03/03        FIRST CHARTER AMENDMENT         M         FOR      For
GM       370442105    GENERAL MOTORS            10/03/03        HUGHES CERTIFICATE OF INC.      M         FOR      For
GM       370442105    GENERAL MOTORS            10/03/03        HUGHES SPLIT OFF AND DIVIDEND   M         FOR      For
GM       370442105    GENERAL MOTORS            10/03/03        GM/NEWS STOCK SALE              M         FOR      For
GM       370442105    GENERAL MOTORS            10/03/03        NEWS STOCK ACQUISITION          M         FOR      For
GM       370442105    GENERAL MOTORS            10/03/03        SECOND CHARTER AMENDMENT        M         FOR      For
ORCL     68389X105    ORACLE                    10/13/03        DIRECTORS                       M         FOR      For
ORCL     68389X105    ORACLE                    10/13/03        EXECUTIVE BONUS                 M         FOR      For
ORCL     68389X105    ORACLE                    10/13/03        AUDITORS                        M         FOR      For
ORCL     68389X105    ORACLE                    10/13/03        DIRECTOR'S STOCK PLAN           M         FOR      For
ORCL     68389X105    ORACLE                    10/13/03        CHINA BUSINESS PRINCIPALS       S         AGAINST  For
PG       742718109    PROCTOR & GAMBLE          10/14/03        DIRECTORS                       M         FOR      For
PG       742718109    PROCTOR & GAMBLE          10/14/03        AUDITORS                        M         FOR      For
PG       742718109    PROCTOR & GAMBLE          10/14/03        DIRECTORS STOCK PLAN            M         FOR      For
PG       742718109    PROCTOR & GAMBLE          10/14/03        DIRECTORS TERMS                 S         AGAINST  For
PG       742718109    PROCTOR & GAMBLE          10/14/03        GENETICALLY ENGINEERED FOODS    S         AGAINST  For
WAG      931422109    WALGREEN                  01/14/04        DIRECTORS                       M         FOR      For
WAG      931422109    WALGREEN                  01/14/04        DIRECTOR STOCK PLAN             M         FOR      For
LU       549463107    LUCENT                    02/18/04        DIRECTORS                       M         FOR      For
LU       549463107    LUCENT                    02/18/04        DECLASSIFY BOARD                M         FOR      For
LU       549463107    LUCENT                    02/18/04        DIRECTOR COMPENSATION           M         FOR      For
LU       549463107    LUCENT                    02/18/04        REVERSE SPLIT                   M         FOR      For
LU       549463107    LUCENT                    02/18/04        FUTURE SEVERANCE AGREEMENT      S         FOR      Against
LU       549463107    LUCENT                    02/18/04        DISCONTINUE EXEX COMP           S         FOR      Against
AGR      00845V209    AGERE                     02/19/04        DIRECTORS                       M         FOR      FOR
QCOM     747525103    QUALCOMM                  03/02/04        DIRECTORS                       M         FOR      FOR
QCOM     747525103    QUALCOMM                  03/02/04        INCREASE NUMBER OF SHARES       M         FOR      FOR
QCOM     747525103    QUALCOMM                  03/02/04        AUDITORS                        M         FOR      FOR
QCOM     747525103    QUALCOMM                  03/02/04        ELIMINATE CLASSIFIED BOARD      S         AGAINST  FOR
DIS      254687106    DISNEY                    03/03/04        DIRECTORS                       M         FOR      FOR
DIS      254687106    DISNEY                    03/03/04        AUDITORS                        M         FOR      FOR
DIS      254687106    DISNEY                    03/03/04        HARRINGTON STANDARDS CHINA      S         AGAINST  FOR
DIS      254687106    DISNEY                    03/03/04        NYC STANDARDS IN CHINA          S         AGAINST  FOR
DIS      254687106    DISNEY                    03/03/04        THEME PARK SAFETY               S         AGAINST  FOR
BAC      60505104     BANKAMERICA               03/17/04        MERGER AGREEMENT                M         FOR      FOR
BAC      60505104     BANKAMERICA               03/17/04        AMENDED STOCK PLAN              M         FOR      FOR
BAC      60505104     BANKAMERICA               03/17/04        INCREASE SHARES                 M         FOR      FOR
BAC      60505104     BANKAMERICA               03/17/0         4ADJOURN IF NECESSARY           M         FOR      FOR
UTX      913017109    UNITED TECHNOLOGIES       04/04/04        DIRECTORS                       M         FOR      FOR
UTX      913017109    UNITED TECHNOLOGIES       04/04/04        AUDITORS                        M         FOR      FOR
UTX      913017109    UNITED TECHNOLOGIES       04/14/04        EXECUTIVE COMP                  S         AGAINST  FOR
UTX      913017109    UNITED TECHNOLOGIES       04/14/04        ETHICAL CRITERIA MILITARY       S         AGAINST  FOR
UTX      913017109    UNITED TECHNOLOGIES       04/14/04        PERF BASED SENIOR OPTIONS       S         AGAINST  FOR
UTX      913017109    UNITED TECHNOLOGIES       04/14/04        INDEPENDENT CHAIRMAN            S         AGAINST  FOR
SLB      80685708     SCHLUMBERGER              04/14/04        FIRECTORS                       M         FOR      FOR
SLB      80685709     SCHLUMBERGER              04/14/04        FINANCIALS & DIVIDENDS          M         FOR      FOR
SLB      80685710     SCHLUMBERGER              04/14/04        2004 STOCK PLAN NON-EMP         M         FOR      FOR
SLB      80685711     SCHLUMBERGER              04/14/04        AUDITORS                        M         FOR      FOR
CAT      149123101    CATERPILLAR               04/14/04        DIRECTORS                       M         FOR      FOR
CAT      149123101    CATERPILLAR               04/14/04        AMEND OPTION PLAN               M         FOR      FOR
CAT      149123101    CATERPILLAR               04/14/04        AUDITORS                        S         AGAINST  FOR
CAT      149123101    CATERPILLAR               04/14/04        AMEND PLAN                      S         AGAINST  FOR
CAT      149123101    CATERPILLAR               04/14/04        SALE TO ISREAL                  S         AGAINST  FOR
CAT      149123101    CATERPILLAR               04/14/04        HIV/AIDS                        S         AGAINST  FOR
TXN      882508104    TEXAS INSTRUMNETS         04/15/04        DIRECTORS                       M         FOR      FOR
TXN      882508104    TEXAS INSTRUMNETS         04/15/04        AUDITORS                        M         FOR      FOR
TXN      882508104    TEXAS INSTRUMNETS         04/15/04        EXPENSE STOCK OPTIONS           S         FOR      FOR
MWD      617446448    MORGAN STANLEY            04/20/04        DIRECTORS                       M         FOR      FOR
MWD      617446448    MORGAN STANLEY            04/20/04        AUDITORS                        M         FOR      FOR
MWD      617446448    MORGAN STANLEY            04/20/04        DECLASSIFY BOARD                S        AGAINST   FOR
MWD      617446448    MORGAN STANLEY            04/20/04        GOLDEN PARACHUTE                S        AGAINST   FOR
MWD      617446448    MORGAN STANLEY            04/20/04        DISCLOSE POLITICAL CONTRIBUT    S        AGAINST   FOR
C        172967101    CITIGROUP                 04/20/04        DIRECTORS                       M        FOR       FOR
C        172967101    CITIGROUP                 04/20/04        AUDITORS                        M        FOR       FOR
C        172967101    CITIGROUP                 04/20/04        CURB EXECUTIVE COMP             S        AGAINST   FOR
C        172967101    CITIGROUP                 04/20/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
C        172967101    CITIGROUP                 04/20/04        DISCONT RIGHTS OPTIONS TOP 5    S        AGAINST   FOR
C        172967101    CITIGROUP                 04/20/04        CHAIRMAN NO MGMT DUTIES         S        AGAINST   FOR
MDH      58405U102    MEDCO HEALTH              04/21/04        DIRECTORS                       M        FOR       FOR
MDH      58405U102    MEDCO HEALTH              04/21/04        AUDITORS                        M        FOR       FOR
KO       19126100     COCA COLA                 04/21/04        DIRECTORS                       M        FOR       FOR
KO       19126100     COCA COLA                 04/21/04        AUDITORS                        M        FOR       FOR
KO       19126100     COCA COLA                 04/21/04        HIV/AIDS PANDEMIC               S        FOR       FOR
KO       19126100     COCA COLA                 04/21/04        OPTION GLASS CEILING            S        AGAINST   FOR
KO       19126100     COCA COLA                 04/21/04        EXECUTIVE COMPENSATION          S        AGAINST   FOR
KO       19126100     COCA COLA                 04/21/04        RESTRICTED STOCK                S        AGAINST   FOR
KO       19126100     COCA COLA                 04/21/04        EXECUTIVE PARTICPATIO           S        AGAINST   FOR
KO       19126100     COCA COLA                 04/21/04        CHINA BUSINESS PRINCIPALS       S        AGAINST   FOR
KO       19126100     COCA COLA                 04/21/04        SEPARATE CHAIRMA AND CEO        S        AGAINST   FOR
JNJ      478160104    JOHNSON & JOHNSON         04/22/04        FIRECTORS                       M        FOR       FOR
JNJ      478160104    JOHNSON & JOHNSON         04/22/04        AUDITORS                        M        FOR       FOR
JNJ      478160104    JOHNSON & JOHNSON         04/22/04        CHARITABLE CONTRIBUTIONS        S        AGAINST   FOR
WYE      983024100    WYETH                     04/22/04        DIRECTORS                       M        FOR       FOR
WYE      983024100    WYETH                     04/22/04        AUDITORS                        M        FOR       FOR
WYE      983024100    WYETH                     04/22/04        AFFORD PERSCRIPTION DRUDS       S        AGAINST   FOR
WYE      983024100    WYETH                     04/22/04        ANIMAL TESTING                  S        AGAINST   FOR
MER      590188108    MERRILL LYNCH             04/23/04        DIRECTORS                       M        FOR       FOR
MER      590188108    MERRILL LYNCH             04/23/04        AUDITORS                        M        FOR       FOR
MER      590188108    MERRILL LYNCH             04/23/04        CUMMULATIVE VOTING              S        AGAINST   FOR
MER      590188108    MERRILL LYNCH             04/23/04        SEPARATE CHAIRMAN AND CEO       S        AGAINST   FOR
D        2576U109     DOMINION RESOURCES        04/23/04        DIRECTORS                       M        FOR       FOR
D        2576U109     DOMINION RESOURCES        04/23/04        AUDITORS                        M        FOR       FOR
D        2576U109     DOMINION RESOURCES        04/23/04        COMPENSATION                    S        AGAINST   FOR
HON      438516106    HONEYWELL                 04/26/04        DIRECTORS                       M        FOR       FOR
HON      438516106    HONEYWELL                 04/26/04        AUDITORS                        M        FOR       FOR
HON      438516106    HONEYWELL                 04/26/04        ELECTION OF DIRECTORS           S        AGAINST   FOR
HON      438516106    HONEYWELL                 04/26/04        SHAREOWNER VOTING               S        AGAINST   FOR
HON      438516106    HONEYWELL                 04/26/04        GOLDEN PARACHUTES               S        AGAINST   FOR
HON      438516106    HONEYWELL                 04/26/04        PAY DISPARITY                   S        AGAINST   FOR
HON      438516106    HONEYWELL                 04.26.04        CUMMULATIVE VOTING              S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        DIRECTORS                       M        FOR       FOR
PFE      717081103    PFIZER                    04/22/04        AUDITORS                        M        FOR       FOR
PFE      717081103    PFIZER                    04/22/04        2004 STOCK PLSN                 M        FOR       FOR
PFE      717081103    PFIZER                    04/22/04        HIV/AIDS                        S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        PLITICAL CONTRIBUTIONS          S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        SUPPORT POLITICAL ENTITIES      S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        TERM LIMITS DIRECTORS           S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        ACCESS TO PRODUCTS              S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        STOCK OPTIONS                   S        AGAINST   FOR
PFE      717081103    PFIZER                    04/22/04        IN VITRO TESTING                S        AGAINST   FOR
AXP      025816109    AMERICAN EXPRRESS         04/26/04        DIRECTORS                       M        FOR       FOR
AXP      025816109    AMERICAN EXPRRESS         04/26/04        AUDITORS                        M        FOR       FOR
AXP      025816109    AMERICAN EXPRRESS         04/26/04        TERM LIMITS DIRECTORS           S        AGAINST   FOR
AXP      025816109    AMERICAN EXPRRESS         04/26/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
BLS      079860102    BELLSOUTH                 04/26/04        DIRECTORS                       M        FOR       FOR
BLS      079860102    BELLSOUTH                 04/26/04        AUDITORS                        M        FOR       FOR
BLS      079860102    BELLSOUTH                 04/26/04        ANNUAL ELECTION OIF DIRECTORS   M        FOR       FOR
BLS      079860102    BELLSOUTH                 04/26/04        STOCK & INCENTIVE COMP          M        FOR       FOR
BLS      079860102    BELLSOUTH                 04/26/04        EXECUTIVE COMPENSATION          S        AGAINST   FOR
BLS      079860102    BELLSOUTH                 04/26/04        CEO COMPENSATION                S        AGAINST   FOR
BLS      079860102    BELLSOUTH                 04/26/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
SGP      806605101    SCHERING PLOUGH           04/27/04        DIRECTORS                       M        FOR       FOR
SGP      806605101    SCHERING PLOUGH           04/27/04        AUDITORS                        M        FOR       FOR
SGP      806605101    SCHERING PLOUGH           04/27/04        TEAM INCENTIVE PLAN             M        FOR       FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        DIRECTORS                       M        FOR       FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        AUDIORS                         M        FOR       FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        AUDITORS CONSULTING             M        FOR       FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        LONG TERM INCENTIVE             M        FOR       FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        CUMMULATIVE VOTING              S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        PENSION & RETIREMENT            S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        EXECUTIVE COMPENSATION          S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        EXPENSE STOCK OPTIONS           S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        DISCLOSE EXEC COMPENSATION      S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27004        CHINA BUSINESS PRINCIPALS       S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
IBM      459200101    INTRENATIONAL BUSINESS MAC04/27/04        EXEC COMPENSATION POLICIES      S        AGAINST   FOR
MRK      589331107    MERCK                     04/27/04        DIRECTORS                       M        For       FOR
MRK      589331107    MERCK                     04/27/04        AUDITORS                        M        FOR       FOR
MRK      589331107    MERCK                     04/27/04        DECLASSIFY BOARD                M        FOR       FOR
MRK      589331107    MERCK                     04/27/04        EXECUTIVE COMPENSATION          S        AGAINST   FOR
MRK      589331107    MERCK                     04/27/04        PRESCRIPTION DRUG PATIENTS      S        AGAINST   FOR
MRK      589331107    MERCK                     04/27/04        SOCIAL PERFORMANCE              S        AGAINST   FOR
MRK      589331107    MERCK                     04/27/04        RESOURCES FOR POLITICAL PUR     S        AGAINST   FOR
MRK      589331107    MERCK                     04/27/04        HIV/AIDS                        S        AGAINST   FOR
WFC      589331107    MERCK                     04/27/04        DIRECTORS                       M        FOR       FOR
WFC      949746101    WELLS FARGO               04/27/04        401K PLAN                       M        FOR       FOR
WFC      949746101    WELLS FARGO               04/27/04        AUDITORS                        M        FOR       FOR
WFC      949746101    WELLS FARGO               04/27/04        EXPENSE STOCK OPTIONS           S        AGAINST   FOR
WFC      949746101    WELLS FARGO               04/27/04        RESTRICTED STOCK                S        AGAINST   FOR
WFC      949746101    WELLS FARGO               04/27/04        EXECUTIVE  COMPENSATION         S        AGAINST   FOR
WFC      949746101    WELLS FARGO               04/27/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        DIRECTORS                       M        FOR       FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        AUDITORS                        M        FOR       FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        STOCKHOLDER RIGHTS              M        FOR       FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        LONG TERM INCENTIVE             M        FOR       FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        HIV/AIDS                        S        AGAINST   FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        POLITICAL DISCLOSURE            S        AGAINST   FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        DURECTOR ELECTION THRESHOLD     S        AGAINST   FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        ECUADOR                         S        AGAINST   FOR
CVX      166764100    CHEVRON/TEXACO            04/28/04        RENEWABLE ENERGY                S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        DIRECTORS                       M        FOR       FOR
BA       097023105    BOEING                    05/03/04        ELIMINATE SUPERMAJORITY         M        FOR       FOR
BA       097023105    BOEING                    05/03/04        AUDITORS                        M        FOR       FOR
BA       097023105    BOEING                    05/03/04        MILITARY CONTRACTS              S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        HUMAN RIGHTS                    S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        DECLASSIFY BOARD                S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        SIMPLE MAJORITY                 S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        SEVERANCE AGREEMENTS            S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        STOCK POLICY                    S        AGAINST   FOR
BA       097023105    BOEING                    05/03/04        CHOICE OF PENSION PLANS         S        AGAINST   FOR
BMY      110122108    BRISTOL MYERS             05/04/04        DIRECTORS                       M        FOR       FOR
BMY      110122108    BRISTOL MYERS             05/04/04        AUDITORS                        M        FOR       FOR
BMY      110122108    BRISTOL MYERS             05/04/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
BMY      110122108    BRISTOL MYERS             04/04/04        PROHIBIT POLITICAL CONTRBUT     S        AGAINST   FOR
BMY      110122108    BRISTOL MYERS             05/04/04        SEPARATE CHAIRMAN & CEO         S        AGAINST   FOR
BMY      110122108    BRISTOL MYERS             05/04/04        HIV/AIDS                        S        AGAINST   FOR
BMY      110122108    BRISTOL MYERS             05/04/04        DIRECTOR VOTE THRESHOLD         S        AGAINST   FOR
PEP      713448108    PEPSICO                   05/05/04        DIRECTORS                       M        FOR       FOR
PEP      713448108    PEPSICO                   05/05/04        AUDITORS                        M        FOR       FOR
PEP      713448108    PEPSICO                   05/05/04        EXECUTIVE COMPENSATION          M        FOR       FOR
PEP      713448108    PEPSICO                   05/05/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
PEP      713448108    PEPSICO                   05/05/04        HIV/AIDS                        S        AGAINST   FOR
IP       460146103    INTERNATIONAL PAPER       05/11/04        DIEECTORS                       M        FOR       FOR
IP       460146103    INTERNATIONAL PAPER       05/11/04        AUDITORS                        M        FOR       FOR
IP       460146103    INTERNATIONAL PAPER       05/11/04        LONG TERM INCENTIVE             M        FOR       FOR
IP       460146103    INTERNATIONAL PAPER       05/11/04        PERFORMANCE GOALS               M        FOR       FOR
IP       460146103    INTERNATIONAL PAPER       05/11/04        EXECUTIVE COMPENSATION          S        FOR       Against
EK       277461109    EASTMAN KODAK             05/12/04        DIRECTORS                       M        FOR       FOR
EK       277461109    EASTMAN KODAK             05/12/04        AUDITORS                        M        FOR       FOR
EK       277461109    EASTMAN KODAK             05/12/04        PERFORMANCE GOALS               M        FOR       FOR
EK       277461109    EASTMAN KODAK             05/12/04        CHEMICALS POLICY                S        AGAINST   FOR
EK       277461109    EASTMAN KODAK             05/12/04        COMPENSATION OF EXECUTIVES      S        AGAINST   FOR
AMGN     031162100    AMGEN                     05/13/04        DIRECTORS                       M        FOR       FOR
AMGN     031162100    AMGEN                     05/13/04        AUDITORS                        M        FOR       FOR
AMGN     031162100    AMGEN                     05/13/04        EEO-1 REPORT                    S        AGAINST   FOR
AMGN     031162100    AMGEN                     05/13/04        EXPENSE STOCK OPTIONS           S        AGAINST   FOR
DUK      264399106    DUKE POWER                05/13/04        DIRECTORS                       M        FOR       FOR
DUK      264399106    DUKE POWER                05/13/04        AUDITORS                        M        FOR       FOR
DUK      264399106    DUKE POWER                05/13/04        DECLASSIFY BOARD                S        AGAINST   FOR
DOW      260543103    DOW CHEMICAL              05/13/04        DIRECTORS                       M        FOR       FOR
DOW      260543103    DOW CHEMICAL              05/13/04        AUDITORS                        M        FOR       FOR
DOW      260543103    DOW CHEMICAL              05/13/04        ANNUAL ELECTION OF DIRECTORS    M        FOR       FOR
DOW      260543103    DOW CHEMICAL              05/13/04        BHOPAL                          S        AGAINST   FOR
F        345370860    FORD MOTOR                05/13/04        DIRECTORS                       M        FOR       FOR
F        345370860    FORD MOTOR                05/13/04        AUDITORS                        M        FOR       FOR
F        345370860    FORD MOTOR                05/13/04        DISCLOSURE OF COMPENSATION      S        AGAINST   FOR
F        345370860    FORD MOTOR                05/13/04        EVALUATE CONFLICTS              S        AGAINST   FOR
F        345370860    FORD MOTOR                05/13/04        COMPENSATION FOR NAMED EXEC     S        AGAINST   FOR
F        345370860    FORD MOTOR                05/13/04        EMPLOYEES AS DIRECTORS          S        AGAINST   FOR
F        345370860    FORD MOTOR                05/13/04        GREENHOUSE GASES                S        AGAINST   FOR
SCH      808513105    CHARLES SCHWAB            05/17/04        DIRECTORS                       M        FOR       FOR
SCH      808513105    CHARLES SCHWAB            05/17/04        STOCK INCENTIVE                 M        FOR       FOR
AWE      00209A106    AT&T WIRELESS             05/19/04        DIRECTORS                       M        FOR       FOR
AWE      00209A106    AT&T WIRELESS             05/19/04        MERGER                          M        FOR       FOR
AWE      00209A106    AT&T WIRELESS             05/19/04        AUDITORS                        M        FOR       FOR
AWE      00209A106    AT&T WIRELESS             05/19/04        EXECUTIVE COMPNESATION          S        AGAINST   FOR
AWE      00209A106    AT&T WIRELESS             05/19/04        DISCONTINUE EXEC COMP           S        AGAINST   FOR
AWE      00209A106    AT&T WIRELESS             05/19/04        DIRECTOR ELECTIONS              S        AGAINST   FOR
T        001957506    AT&T                      05/19/04        DIRECTORS                       M        FOR       FOR
T        001957506    AT&T                      05/19/04        AUDITORS                        M        FOR       FOR
T        001957506    AT&T                      05/19/04        LONG TERM INCENTIVE             M        FOR       FOR
T        001957506    AT&T                      05/19/04        TERM LIMITS                     S        AGAINST   FOR
T        001957506    AT&T                      05/19/04        POISON PILL                     S        AGAINST   FOR
T        001957506    AT&T                      05/19/04        SEPARATE CHAIRMAN & CEO         S        AGAINST   FOR
T        001957567    AT&T                      05/19/04        EXECUTIVE COMPENSATION          S        AGAINST   FOR
INTC     458140100    INTEL                     05/19/04        DIRECTOR                        M        FOR       FOR
INTC     458140100    INTEL                     05/19/04        AUDITORS                        M        FOR       FOR
INTC     458140100    INTEL                     05/19/04        EQUITY INCENTIVE                M        FOR       FOR
INTC     458140100    INTEL                     05/19/04        EXPENSE OPTIONS                 S        AGAINST   FOR
INTC     458140100    INTEL                     05/19/04        PERFORMANCE VESTING             S        AGAINST   FOR
INTC     458140100    INTEL                     05/19/04        PERFORMANCE BASED OPTIONS       S        AGAINST   FOR
FDC      319963104    FIRST DATA                05/19/04        DIRECTORS                       M        FOR       FOR
FDC      319963104    FIRST DATA                05/19/04        AUDITORS                        M        FOR       FOR
TGT      87612E106    TARGET                    05/19/04        DIRECTORS                       M        FOR       FOR
TGT      87612E106    TARGET                    05/19/04        AUDITORS                        M        FOR       FOR
TGT      87612E106    TARGET                    05/19/04        LONG TERM INCENTIVE             M        FOR       FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        DIRECTORS                       M        FOR       FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        CEO ANNUAL COMP                 M        FOR       FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        DIRECTOR STOCK PLSN             M        FOR       FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        AUDITORS                        M        FOR       FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        EXECUTIVE COMP                  S        AGAINST   FOR
AIG      026874107    AMERICAN INTERNATIONAL GROUP
                                                05/19/04        INVEST IN TOBACCO               S        AGAINST   FOR
MCD      580135101    MCDONALDS                 05/20/04        DIRECTORS                       M        FOR       FOR
MCD      580135101    MCDONALDS                 05/20/04        AUDITORS                        M        FOR       FOR
MCD      580135101    MCDONALDS                 05/20/04        STOCK OWNERSHIP                 M        FOR       FOR
MCD      580135101    MCDONALDS                 05/20/04        2004 INCENTIVE STOCK PLAN       M        FOR       FOR
G        375766102    GILLETTE                  05/20/04        DIRECTORS                       M        FOR       FOR
G        375766102    GILLETTE                  05/20/04        AUDITORS                        M        FOR       FOR
G        375766102    GILLETTE                  05/20/04        LONG TERM INCENTIVE             M        FOR       FOR
G        375766102    GILLETTE                  05/20/04        DECLASSIFY BOARD                S        AGAINST   FOR
G        375766102    GILLETTE                  05/20/04        LIMIT SERVICES OF PROVIDER      S        AGAINST   FOR
G        375766102    GILLETTE                  05/20/04        EXPENSE STOCK OPTIONS           S        AGAINST   FOR
ONE      06423A103    BANK ONE                  05/25/04        DIRECTORS                       M        FOR       FOR
ONE      06423A104    BANK ONE                  05/25/04        MERGER                          M        FOR       FOR
ONE      06423A105    BANK ONE                  05/25/04        AUDITORS                        M        FOR       FOR
JPM      46625H100    J P MORGAN                05/25/04        DIRECTORS                       M        FOR       FOR
JPM      46625H100    J P MORGAN                05/25/04        MERGER                          M        FOR       FOR
JPM      46625H100    J P MORGAN                05/25/04        AUDITORS                        M        FOR       FOR
JPM      46625H100    J P MORGAN                05/25/04        KEY EXEC PERFORMANCE            M        FOR       FOR
JPM      46625H100    J P MORGAN                05/25/04        ADJOURNMENT                     M        FOR       FOR
JPM      46625H100    J P MORGAN                05/25/04        DIRECTOR TERM LIMIT             S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        CHARITABLE CONTRIBUTIONS        S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        SEPARATE CHAIRMAN & CEO         S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        DERIVATIVE DISCLOSURE           S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        AUDITOR INDEPENDENCE            S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        DIRECTOR COMPENSATION           S        AGAINST   FOR
JPM      46625H100    J P MORGAN                05/25/04        OAT DISPARITY                   S        AGAINST   FOR
CMCSA    20030N101    COMCAST                   05/26/04        DIRECTORS                       M        FOR       FOR
CMCSA    20030N101    COMCAST                   05/26/04        AUDITORS                        M        FOR       FOR
CMCSA    20030N101    COMCAST                   05/26/04        RESTRICTED STOCK                M        FOR       FOR
CMCSA    20030N101    COMCAST                   05/26/04        AMNED ARTICLES OF INC.          M        FOR       FOR
CMCSA    20030N101    COMCAST                   05/26/04        TW THIRDS INDEPENDENT DURECT    S        AGAINST   FOR
CMCSA    20030N101    COMCAST                   05/26/04        POLITICAL CONTRIBUTIONS         S        AGAINST   FOR
CMCSA    20030N101    COMCAST                   05/26/04        NOMINATE 2 DIRECTORS            S        AGAINST   FOR
CMCSA    20030N101    COMCAST                   05/26/04        COMPENSATION OF EXECS           S        FOR       Against
CMCSA    20030N101    COMCAST                   05/26/04        RECAPITA;IZATION PLAN           S        AGAINST   FOR
BAC      060505104    BANK OF AMERICA           05/26/04        DIRECTORS                       M        FOR       FOR
BAC      060505104    BANK OF AMERICA           05/26/04        AUDITORS                        M        FOR       FOR
BAC      060505104    BANK OF AMERICA           05/26/04        MEETING DATE                    S        AGAINST   FOR
BAC      060505104    BANK OF AMERICA           05/26/04        NOMINATION OF DIRECTORS         S        AGAINST   FOR
BAC      060505104    BANK OF AMERICA           05/26/04        CHARITABLE CONTRIBUTIONS        S        AGAINST   FOR
BAC      060505104    BANK OF AMERICA           05/26/04        MUTAL FUND TRADING POLICIES     S        AGAINST   FOR
BAC      060505104    BANK OF AMERICA           05/26/04        PRIVACY & INFO SECURITY         S        AGAINST   FOR
SO       842587107    SOUTHERN                  05/26/04        DIRECTORS                       M        FOR       FOR
SO       842587107    SOUTHERN                  05/26/04        AUDITORS                        M        FOR       FOR
SO       842587107    SOUTHERN                  05/26/04        OUTSIDE DIRECTOR                M        FOR       FOR
HD       437076102    HOME DEPOT                05/27/04        DIRECTORS                       M        FOR       For
HD       437076102    HOME DEPOT                05/27/04        AUDITORS                        M        FOR       For
HD       437076102    HOME DEPOT                05/27/04        DIRECTOR TERM LIMITS            S        AGAINST   For
HD       437076102    HOME DEPOT                05/27/04        POISON PILL                     S        AGAINST   For
HD       437076102    HOME DEPOT                05/27/04        PERFROMANCE GOALS               S        AGAINST   For
HD       437076102    HOME DEPOT                05/27/04        HUMAN RIGHTS                    S        AGAINST   For
HD       437076102    HOME DEPOT                05/27/04        SEVERANCE AGREEMENTS            S        AGAINST   For
HD       437076102    HOME DEPOT                05/27/04        VOTING FOR DIRECTORS            S        AGAINST   For
         30231G102    EXXON MOBIL               05/28/04        DIRECTORS                       M        FOR       For
XOM      30231G102    EXXON MOBIL               05/28/04        AUDITORS                        M        FOR       For
XOM      30231G102    EXXON MOBIL               05/28/04        INCENTIVE PLAN                  M        FOR       For
XOM      30231G102    EXXON MOBIL               05/28/04        POLITICAL NONPARTISANSHIP       S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        AUDITOR SERVICES                S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        ADDITIONAL BOARD MEMBERS        S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        NON-EMP DIRECTOR COMP           S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        POISON PILL                     S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        CHAIRMAN & CEO                  S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        HEALTH IN AFRICA                S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        INVESTMENT REPORT               S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        HUMAN RIGHTS                    S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        EEO POLICY                      S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        CLIMATE CHANGE                  S        AGAINST   For
XOM      30231G102    EXXON MOBIL               05/28/04        RENEWABLE ENERGY                S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        DIRECTORS                       M        FOR       For
GM       370442105    GENERAL MOTORS            06/02/04        AUDITORS                        M        FOR       For
GM       370442105    GENERAL MOTORS            06/02/04        RENEWING STOCK OPTIONS          S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        ELIMINATE OPTIONS               S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        SEPARATE CEO & CHAIRMAN         S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        INDEPENDENT DIRECTORS           S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        GREENHOUSE                      S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        GOLDEN PARACHUTES               S        AGAINST   For
GM       370442105    GENERAL MOTORS            06/02/04        RETAIN STOCK                    S        AGAINST   For
WMT      931142103    WALMART                   06/04/04        DIRECTORS                       M        FOR       For
WMT      931142103    WALMART                   06/04/04        ASDA COLLEAGUE SHARE            M        FOR       For
WMT      931142103    WALMART                   06/04/04        ASDA SHARESAVE                  M        FOR       For
WMT      931142103    WALMART                   06/04/04        ASSOCIATE STOCK PURCHASE        M        FOR       For
WMT      931142103    WALMART                   06/04/04        AUDITORS                        M        FOR       For
WMT      931142103    WALMART                   06/04/04        INDEPENDENT CHAIRMAN            S        AGAINST   For
WMT      931142103    WALMART                   06/04/04        SUSTAINABILITY REPORT           S        AGAINST   For
WMT      931142103    WALMART                   06/04/04        EQUITY COMPENSATION             S        AGAINST   For
WMT      931142103    WALMART                   06/04/04        GENETICALL ENGINEERED FOOD      S        AGAINST   For
WMT      931142103    WALMART                   06/04/04        EQUAL EMPLOYMENT                S        AGAINST   For
WMT      931142103    WALMART                   06/04/04        OFICER DEFERRED COMPENSATION    S        AGAINST   For



IMS CAPITAL VALUE FUND
PROXY VOTING HISTORY

===============================================================================


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


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

AMDOCS

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 22, 2004   Meeting Type: ANNUAL
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR        Management
2     APPROVAL OF CONSOLIDATED FINANCIAL        FOR       FOR        Management
      STATEMENTS FOR FISCAL YEAR 2003
3     APPROVAL OF AMENDMENT TO 1998 STOCK       FOR       FOR        Management
      OPTION AND INCENTIVE PLAN
4     RATIFICATION AND APPROVAL OF ERNST AND    FOR       FOR        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION


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

AMDOCS

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 22, 2004   Meeting Type: ANNUAL
Record Date:  NOV 28, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR        Management
2     APPROVAL OF CONSOLIDATED FINANCIAL        FOR       FOR        Management
      STATEMENTS FOR FISCAL YEAR 2003
3     APPROVAL OF AMENDMENT TO 1998 STOCK       FOR       FOR        Management
      OPTION AND INCENTIVE PLAN
4     RATIFICATION AND APPROVAL OF ERNST AND    FOR       FOR        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION


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

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


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

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


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

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


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

APRIA HEALTHCARE GROUP, INC.

Ticker:       AHG            Security ID:  037933108
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  MAR 17, 2004

#     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


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

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


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

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


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

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       Did Not    Management
                                                          Vote
1.2   Elect  Director W. Bruce Hanks            For       Did Not    Management
                                                          Vote
1.3   Elect  Director C.G. Melville, Jr.        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Glen F. Post, III         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

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


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

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


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

CYTEC INDUSTRIES INC.

Ticker:       CYT            Security ID:  232820100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Chris A. Davis            For       For        Management
1.2   Elect  Director William P. Powell         For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

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


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

GENTIVA HEALTH SERVICES, INC.

Ticker:       GTIV           Security ID:  37247A102
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Victor F. Ganzi           For       Did Not    Management
                                                          Vote
1.2   Elect  Director Josh S. Weston            For       Did Not    Management
                                                          Vote
1.3   Elect  Director Gail R. Wilensky          For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Approve Omnibus Stock Plan                For       Did Not    Management
                                                          Vote


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

GREAT PLAINS ENERGY, INC.

Ticker:       GXP            Security ID:  391164100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David L. Bodde            For       Did Not    Management
                                                          Vote
1.2   Elect  Director Michael J. Chesser        For       Did Not    Management
                                                          Vote
1.3   Elect  Director William H. Downey         For       Did Not    Management
                                                          Vote
1.4   Elect  Director Mark A. Ernst             For       Did Not    Management
                                                          Vote
1.5   Elect  Director Randall C. Ferguson, Jr.  For       Did Not    Management
                                                          Vote
1.6   Elect  Director William K. Hall           For       Did Not    Management
                                                          Vote
1.7   Elect  Director Luis A. Jimenez           For       Did Not    Management
                                                          Vote
1.8   Elect  Director James A. Mitchell         For       Did Not    Management
                                                          Vote
1.9   Elect  Director William C. Nelson         For       Did Not    Management
                                                          Vote
1.10  Elect  Director Linda H. Talbott          For       Did Not    Management
                                                          Vote
1.11  Elect  Director Robert H. West            For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

HENRY SCHEIN, INC.

Ticker:       HSIC           Security ID:  806407102
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stanley M. Bergman         For       For        Management
1.2   Elect Director Gerald A. Benjamin         For       For        Management
1.3   Elect Director James P. Breslawski        For       For        Management
1.4   Elect Director Mark E. Mlotek             For       For        Management
1.5   Elect Director Steven Paladino            For       For        Management
1.6   Elect Director Barry J. Alperin           For       For        Management
1.7   Elect Director Pamela Joseph              For       Withhold   Management
1.8   Elect Director Donald J. Kabat            For       For        Management
1.9   Elect Director Marvin H. Schein           For       For        Management
1.10  Elect Director Irving Shafran             For       For        Management
1.11  Elect Director Philip A. Laskawy          For       For        Management
1.12  Elect Director Norman S. Matthews         For       For        Management
1.13  Elect Director Louis W. Sullivan          For       For        Management
1.14  Elect Director Margaret A. Hamburg        For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
4     Approve Employee Stock Purchase Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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

HUMANA INC.

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

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


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

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


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

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


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

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


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

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


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

MARVEL ENTERPRISES, INC.

Ticker:       MVL            Security ID:  57383M108
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Morton E. Handel          For       For        Management
1.2   Elect  Director F. Peter Cuneo            For       For        Management
1.3   Elect  Director Isaac Perlmutter          For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


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

NATIONWIDE FINANCIAL SERVICES, INC.

Ticker:       NFS            Security ID:  638612101
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James G. Brocksmith, Jr.  For       Did Not    Management
                                                          Vote
1.2   Elect  Director Keith W. Eckel            For       Did Not    Management
                                                          Vote
1.3   Elect  Director James F. Patterson        For       Did Not    Management
                                                          Vote
1.4   Elect  Director Gerald D. Prothro         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Amend Omnibus Stock Plan                  For       Did Not    Management
                                                          Vote
4     Approve Outside Director Stock            For       Did Not    Management
      Awards/Options in Lieu of Cash                      Vote


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

OFFICEMAX

Ticker:       OMX            Security ID:  67622M108
Meeting Date: DEC 9, 2003    Meeting Type: SPECIAL
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE AND ADOPT THE AGREEMENT AND    FOR       FOR        Management
      PLAN OF MERGER, DATED AS OF JULY 13,
      2003, AMOUNG BOISE CASCADE COPR, CHALLIS
      CORPORATION AND OFFICEMAX, INC., AS MORE
      FULLY DESCRIBED IN THE ACCOMPANYING JOINT
      PROXY STATEMENT/PROSPECTUS


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

OFFICEMAX

Ticker:       OMX            Security ID:  67622M108
Meeting Date: DEC 9, 2003    Meeting Type: SPECIAL
Record Date:  NOV 3, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE AND ADOPT THE AGREEMENT AND    FOR       FOR        Management
      PLAN OF MERGER, DATED AS OF JULY 13,
      2003, AMOUNG BOISE CASCADE COPR, CHALLIS
      CORPORATION AND OFFICEMAX, INC., AS MORE
      FULLY DESCRIBED IN THE ACCOMPANYING JOINT
      PROXY STATEMENT/PROSPECTUS


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

PACIFICARE HEALTH SYSTEMS, INC.

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

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


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

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


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

REPUBLIC SERVICES, INC.

Ticker:       RSG            Security ID:  760759100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. O'Connor         For       For        Management
1.2   Elect  Director Harris W. Hudson          For       For        Management
1.3   Elect  Director John W. Croghan           For       For        Management
1.4   Elect  Director W. Lee Nutter             For       For        Management
1.5   Elect  Director Ramon A. Rodriguez        For       For        Management
1.6   Elect  Director Allan C. Sorensen         For       For        Management
2     Adjourn Meeting                           For       Against    Management


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

RITE AID CORP.

Ticker:       RAD            Security ID:  767754104
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mary F. Sammons           For       For        Management
1.2   Elect  Director George G. Golleher        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Prepare Diversity Report                  Against   Against    Shareholder


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

SERVICE CORPORATION INTERNATIONAL

Ticker:       SRV            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


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

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


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

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


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

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


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

THE DIAL CORPORATION

Ticker:       DL             Security ID:  25247D101
Meeting Date: MAR 24, 2004   Meeting Type: SPECIAL
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF THE AGREEMENT AND PLAN OF     FOR       FOR        Management
      MERGER, DATED AS OF DECEMBER 14, 2003, BY
      AND AMONG HENKEL KGAA, HENKEL MERGER
      CORPORATION AND THE DIAL CORPORATION
2     IN THEIR DISCRETION, THE NAMED PROXIES    FOR       FOR        Management
      ARE AUTHORIZED TO VOTE ON SUCH OTHER
      BUSINESS AS MAY PROPERLY COME BEFORE THE
      SPECIAL MEETING, INCLUDING ANY
      ADJOURNMENTS, POSTPONEMENTS OR
      CONTINUATIONS THEREOF


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

THE DIAL CORPORATION

Ticker:       DL             Security ID:  25247D101
Meeting Date: MAR 24, 2004   Meeting Type: SPECIAL
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF THE AGREEMENT AND PLAN OF     FOR       FOR        Management
      MERGER, DATED AS OF DECEMBER 14, 2003, BY
      AND AMONG HENKEL KGAA, HENKEL MERGER
      CORPORATION AND THE DIAL CORPORATION
2     IN THEIR DISCRETION, THE NAMED PROXIES    FOR       FOR        Management
      ARE AUTHORIZED TO VOTE ON SUCH OTHER
      BUSINESS AS MAY PROPERLY COME BEFORE THE
      SPECIAL MEETING, INCLUDING ANY
      ADJOURNMENTS, POSTPONEMENTS OR
      CONTINUATIONS THEREOF


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

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


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

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


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

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


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

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


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

VERISIGN INC

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director D. James Bidzos           For       For        Management
1.2   Elect  Director William L. Chenevich      For       For        Management
1.3   Elect  Director Gregory L. Reyes          For       For        Management
2     Ratify Auditors                           For       For        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


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

XM SATELLITE RADIO HOLDINGS INC.

Ticker:       XMSR           Security ID:  983759101
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Gary M. Parsons           For       For        Management
1.2   Elect  Director Hugh Panero               For       For        Management
1.3   Elect  Director Nathaniel A. Davis        For       For        Management
1.4   Elect  Director Thomas J. Donohue         For       For        Management
1.5   Elect  Director Thomas G. Elliott         For       Withhold   Management
1.6   Elect  Director George W. Haywood         For       For        Management
1.7   Elect  Director Chester A. Huber, Jr.     For       For        Management
1.8   Elect  Director Jarl Mohn                 For       For        Management
1.9   Elect  Director Pierce J. Roberts, Jr.    For       For        Management
1.10  Elect  Director Jack Shaw                 For       For        Management


IMS STRATEGIC ALLOCATION FUND
PROXY VOTING HISTORY

===============================================================================


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


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

AETHER SYSTEMS, INC.

Ticker:       AETH           Security ID:  00808VWMH
Meeting Date: JUN 11, 2004   Meeting Type: Annual
Record Date:  APR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Carter Beese, Jr.      For       For        Management
1.2   Elect  Director James T. Brady            For       For        Management
1.3   Elect  Director Jack B. Dunn IV           For       For        Management
1.4   Elect  Director Edward J. Mathias         For       For        Management
1.5   Elect  Director David S. Oros             For       For        Management
1.6   Elect  Director Truman T. Semans          For       For        Management
1.7   Elect  Director George P. Stamas          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

ALTERA CORP.

Ticker:       ALTR           Security ID:  021441209
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


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

ARIBA, INC.

Ticker:       ARBAD          Security ID:  04033VBHH
Meeting Date: JUN 28, 2004   Meeting Type: Annual
Record Date:  MAY 14, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Approve Reverse Stock Split               For       For        Management
3     Elect Director Richard Wallman            For       For        Management
4     Elect Director Thomas Monahan             For       For        Management
5     Ratify Auditors                           For       For        Management
6     Adjourn Meeting                           For       Against    Management


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

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       Did Not    Management
                                                          Vote
2.1   Elect  Director Nobuharu Ono              For       Did Not    Management
                                                          Vote
2.2   Elect  Director Carolyn M. Ticknor        For       Did Not    Management
                                                          Vote
2.3   Elect  Director John D. Zeglis            For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Limit Executive Compensation              Against   Did Not    Shareholder
                                                          Vote
5     Prohibit Awards to Executives             Against   Did Not    Shareholder
                                                          Vote
6     Require Affirmative Vote of a Majority of Against   Did Not    Shareholder
      the Shares to Elect Directors                       Vote


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

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


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

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


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

COMVERSE TECHNOLOGY, INC.

Ticker:       CMVT           Security ID:  205862105
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


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

COPPER MOUNTAIN NETWORKS, INC.

Ticker:       CMTN           Security ID:  217510106
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard S. Gilbert        For       Did Not    Management
                                                          Vote
1.2   Elect  Director Joseph D. Markee          For       Did Not    Management
                                                          Vote
1.3   Elect  Director Tench Coxe                For       Did Not    Management
                                                          Vote
1.4   Elect  Director Roger L. Evans            For       Did Not    Management
                                                          Vote
1.5   Elect  Director Raymond V. Thomas         For       Did Not    Management
                                                          Vote
1.6   Elect  Director Joseph R. Zell            For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

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


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

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 26, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Randall A. Hack           For       For        Management
1.2   Elect  Director Edward C. Hutcheson, Jr.  For       Withhold   Management
1.3   Elect  Director J. Landis Martin          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Implement MacBride Principles             Against   Against    Shareholder


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

DEUTSCHE TELEKOM

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

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


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

FREEMARKETS, INC.

Ticker:       FMKT           Security ID:  356602BHH
Meeting Date: JUN 28, 2004   Meeting Type: Special
Record Date:  MAY 14, 2004

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


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

INTERNET CAPITAL GROUP, INC.

Ticker:       ICGE           Security ID:  46059C106
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. Thomas P. Gerrity     For       For        Management
1.2   Elect  Director Robert E. Keith, Jr.      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Reverse Stock Split               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


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

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


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

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


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

NEXTEL PARTNERS, INC.

Ticker:       NXTP           Security ID:  65333F107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adam Aron                 For       For        Management
1.2   Elect  Director John Chapple              For       For        Management
1.3   Elect  Director Steven B. Dodge           For       For        Management
1.4   Elect  Director Timothy Donahue           For       For        Management
1.5   Elect  Director Caroline H. Rapking       For       For        Management
1.6   Elect  Director James N. Perry, Jr.       For       For        Management
1.7   Elect  Director Dennis M. Weibling        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       Against    Management
4     Increase Authorized Common Stock          For       For        Management
5     Permit Board to Amend Bylaws Without      For       Against    Management
      Shareholder Consent


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

NOKIA CORP.

Ticker:       NKCAF          Security ID:  654902204
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  JAN 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE For       Did Not    Management
      BALANCE SHEETS.                                     Vote
2     APPROVAL OF A DIVIDEND OF EUR 0.30 PER    For       Did Not    Management
      SHARE.                                              Vote
3     APPROVAL OF THE DISCHARGE OF THE          For       Did Not    Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF               Vote
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
4.1   Elect  Director Paul J. Collins           For       Did Not    Management
                                                          Vote
4.2   Elect  Director Georg Ehrnrooth           For       Did Not    Management
                                                          Vote
4.3   Elect  Director Bengt Holmstrom           For       Did Not    Management
                                                          Vote
4.4   Elect  Director Per Karlsson              For       Did Not    Management
                                                          Vote
4.5   Elect  Director Jorma Ollila              For       Did Not    Management
                                                          Vote
4.6   Elect  Director Marjorie Scardino         For       Did Not    Management
                                                          Vote
4.7   Elect  Director Vesa Vainio               For       Did Not    Management
                                                          Vote
4.8   Elect  Director Arne Wessberg             For       Did Not    Management
                                                          Vote
5     Ratify Auditors                           For       Did Not    Management
                                                          Vote
6     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       Did Not    Management
      REDUCE THE SHARE CAPITAL THROUGH                    Vote
      CANCELLATION OF NOKIA SHARES HELD BY THE
      COMPANY
7     APPROVAL OF THE AUTHORIZATION TO THE      For       Did Not    Management
      BOARD TO INCREASE THE SHARE CAPITAL OF              Vote
      THE COMPANY.
8     APPROVAL OF THE AUTHORIZATION TO THE      For       Did Not    Management
      BOARD TO REPURCHASE NOKIA SHARES.                   Vote
9     APPROVAL OF THE AUTHORIZATION TO THE      For       Did Not    Management
      BOARD TO DISPOSE NOKIA SHARES HELD BY THE           Vote
      COMPANY.
10    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       Did Not    Management
      INCREASE THE CAPITAL OF THE FOUNDATION OF           Vote
      NOKIA CORPORATION.
11    MARK THE  FOR  BOX IF YOU WISH TO         None      Did Not    Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY             Vote
      TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
      ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
      NOKIA CORPORATION, TO AUTHORIZE ANY OF
      THEM (WITH FULL POWER OF SUBSTITUTION) TO
      VOTE, IN THEIR DISCR


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

PEGASUS SOLUTIONS

Ticker:       PEGS           Security ID:  705906105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William C. Hammett, Jr.   For       For        Management
1.2   Elect  Director Thomas F. O'Toole         For       For        Management
2     Ratify Auditors                           For       For        Management


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

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


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

QRS CORP.

Ticker:       QRSI           Security ID:  74726X105
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles K. Crovitz        For       For        Management
1.2   Elect  Director John P. Dougall           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Employee Stock Purchase Plan      For       For        Management


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

RETEK INC.

Ticker:       RETK           Security ID:  76128Q109
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Buchanan             For       For        Management
1.2   Elect  Director N. Ross Buckenham         For       For        Management
2     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       Did Not    Management
                                                          Vote
1.2   Elect  Director Irwin Federman            For       Did Not    Management
                                                          Vote
1.3   Elect  Director Judy Bruner               For       Did Not    Management
                                                          Vote
1.4   Elect  Director Michael E. Marks          For       Did Not    Management
                                                          Vote
1.5   Elect  Director James D. Meindl           For       Did Not    Management
                                                          Vote
1.6   Elect  Director Alan F. Shugart           For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

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


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

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


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

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


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

UNITED STATES CELLULAR CORP.

Ticker:       USM            Security ID:  911684WMH
Meeting Date: JUN 29, 2004   Meeting Type: Annual
Record Date:  MAY 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H.J. Harczak, Jr.         For       For        Management
1.2   Elect  Director P. Denuit                 For       For        Management
2     Ratify Auditors                           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


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

WESTERN WIRELESS CORPORATION

Ticker:       WWCA           Security ID:  95988E105
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



IMS STRATEGIC INCOME FUND
PROXY VOTING HISTORY


===============================================================================


ALLIANCE WORLD DOLLAR GOVERNMENT FUND

Ticker:       AWF            Security ID:  01879R106
Meeting Date: MAR 25, 2004   Meeting Type: ANNUAL
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR ALL    Management


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

ALLIANCE WORLD DOLLAR GOVERNMENT FUND

Ticker:       AWF            Security ID:  01879R106
Meeting Date: MAR 25, 2004   Meeting Type: ANNUAL
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR ALL    Management


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

ALLIED CAPITAL CORPORATION

Ticker:       ALD            Security ID:  01903Q108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William L. Walton         For       For        Management
1.2   Elect  Director Joan M. Sweeney           For       For        Management
1.3   Elect  Director Brooks H. Browne          For       For        Management
1.4   Elect  Director Robert E. Long            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Deferred Compensation Plan        For       For        Management
4     Approve Stock Option Plan                 For       For        Management


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

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 STRATEGIC INCOME PORTFOLIO

Ticker:       CSP            Security ID:  03009T101
Meeting Date: OCT 28, 2003   Meeting Type: ANNUAL
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR ALL    Management
2     TO RATIFY THE SELCETION OF ERNST AND      FOR       FOR        Management
      YOUNG LLP AS INDEPENDENT PUBLIC
      ACCOUNTANTS FOR THE FUND


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

AMERICAN STRATEGIC INCOME PORTFOLIO

Ticker:       CSP            Security ID:  03009T101
Meeting Date: OCT 28, 2003   Meeting Type: ANNUAL
Record Date:  SEP 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR ALL    Management
2     TO RATIFY THE SELCETION OF ERNST AND      FOR       FOR        Management
      YOUNG LLP AS INDEPENDENT PUBLIC
      ACCOUNTANTS FOR THE FUND


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

ENTERPRISE PRODUCTS PARTNERS L.P.

Ticker:       EPD            Security ID:  293792107
Meeting Date: MAY 17, 2004   Meeting Type: Written Consent
Record Date:  APR 15, 2004

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


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

GABLES RESIDENTIAL TRUST

Ticker:       GBP            Security ID:  362418105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Trustee Marcus E. Bromley          For       Withhold   Management
1.2   Elect  Trustee James D. Motta             For       For        Management
1.3   Elect  Trustee Chris C. Stroup            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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

GLOBAL HIGH INCOME DOLLAR FUND

Ticker:       GHI            Security ID:  37933G108
Meeting Date: FEB 19, 2004   Meeting Type: ANNUAL
Record Date:  DEC 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR       FOR ALL    Management


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

GLOBAL HIGH INCOME DOLLAR FUND

Ticker:       GHI            Security ID:  37933G108
Meeting Date: FEB 19, 2004   Meeting Type: ANNUAL
Record Date:  DEC 19, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR       FOR ALL    Management


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

HRPT PROPERTIES TRUST

Ticker:       HRP            Security ID:  40426W101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Trustee Patrick F. Donelan          For       For        Management


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

JP MORGAN CHASE & CO.

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

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


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

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


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

PETROFUND ENERGY TRUST (FORMERLY NCE PETROFUND)

Ticker:       NCN            Security ID:  71648W108
Meeting Date: APR 14, 2004   Meeting Type: Annual/Special
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect James Allard, Sandra Cowan, John    For       For        Management
      Driscoll, Jeffery Errico, Wayne Newhouse,
      Frank Potter, Peter Thomson as Directors
      of Petrofund Corp.
2     Ratify Auditors of the Trust              For       For        Management
3     Approve Restricted Unit Plan              For       For        Management
4     Approve Long Term Incentive Plan          For       For        Management
5     Amend the Trust Indenture and the Royalty For       For        Management
      Agreement


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PIMCO CORPORATE OPPORTUNITY FUND

Ticker:       PTY            Security ID:  72201B101
Meeting Date: MAR 9, 2004    Meeting Type: ANNUAL
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR ALL    Management


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

PIMCO CORPORATE OPPORTUNITY FUND

Ticker:       PTY            Security ID:  72201B101
Meeting Date: MAR 9, 2004    Meeting Type: ANNUAL
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     DIRECTORS                                 FOR ALL   FOR ALL    Management


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

PROVIDENT ENERGY TR

Ticker:       PVE.U          Security ID:  74386K104
Meeting Date: MAY 10, 2004   Meeting Type: Annual/Special
Record Date:  APR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Ratify PricewaterhouseCoopers LLP as      For       Did Not    Management
      Auditors                                            Vote
2     Elect G. D. Billing, T. W. Buchanan, R.   For       Did Not    Management
      J. Findlay, Norman R. Gish, Bruce Vote R.Libin, Dr. R. Mitchell, B. J.
      Seaman, M. H. Shaikh, J. T. Smith and J. B. Zaozirny as Directors
3     Appoint the Trustee of the Trust          For       Did Not    Management
                                                          Vote
4     Amend Trust Unit Option Plan              For       Did Not    Management
                                                          Vote


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

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


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

UIL HOLDINGS CORPORATION

Ticker:       UIL            Security ID:  902748102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Thelma R. Albright        For       For        Management
1.2   Elect  Director Marc C. Breslawsky        For       For        Management
1.3   Elect  Director David E. A. Carson        For       For        Management
1.4   Elect  Director Arnold L. Chase           For       For        Management
1.5   Elect  Director John F. Croweak           For       For        Management
1.6   Elect  Director Betsy Henley-Cohn         For       For        Management
1.7   Elect  Director John L. Lahey             For       For        Management
1.8   Elect  Director F. Patrick Mcfadden, Jr   For       For        Management
1.9   Elect  Director Daniel J. Miglio          For       For        Management
1.10  Elect  Director William F. Murdy          For       For        Management
1.11  Elect  Director James A. Thomas           For       For        Management
1.12  Elect  Director Nathaniel D. Woodson      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

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


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

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




Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


(Registrant)     AmeriPrime Funds

By     Anthony J. Ghoston
 ------------------------------------------------------------------------------
        Anthony J. Ghoston, President

Date    12/20/04
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