UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number:  3235-0582
	Expires:    March 31, 2006
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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number  811-10359

Morgan Stanley Mid-Cap Value Fund

(Exact name of registrant as specified in charter)

1221 Avenue of the Americas,  New York, New York	10020
(Address of principal executive offices)	(Zip code)

Barry Fink Esq.
Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York  10020

(Name and address of agent for service)

Registrant’s telephone number, including area code:  800-869-6397

Date of fiscal year end:  8/31

Date of reporting period:  6/30/04

Item 1.Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a)	The name of the issuer of the portfolio security;
(b)	The exchange ticker symbol of the portfolio security;
(c)	The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;
(d)	The shareholder meeting date;
(e)	A brief identification of the matter voted on;
(f)	Whether the matter was proposed by the issuer or by a security holder;
(g)	Whether the registrant cast its vote on the matter;
(h)	How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i)	Whether the registrant cast its vote for or against management.

FORM N-Px REPORT

ICA File Number: 811-10359

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

Morgan Stanley Mid-Cap Value Fund

MORGAN STANLEY MID-CAP VALUE FUND

3COM CORP.

Ticker:	COMS	Security ID:	885535104
Meeting Date:	SEP 23, 2003	Meeting Type:	Annual
Record Date:	JUL 25, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Bruce L. Claflin	For	For	Management
1.2	Elect Director Paul G. Yovovich	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

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

ACE LTD.

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

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

1

ACTIVISION, INC.

Ticker:	ATVI	Security ID:	004930202
Meeting Date:	SEP 18, 2003	Meeting Type:	Annual
Record Date:	JUL 28, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert A. Kotick	For	For	Management
1.2	Elect Director Brian G. Kelly	For	For	Management
1.3	Elect Director Ronald Doornink	For	For	Management
1.4	Elect Director Kenneth L. Henderson	For	For	Management
1.5	Elect Director Barbara S. Isgur	For	For	Management
1.6	Elect Director Steven T. Mayer	For	For	Management
1.7	Elect Director Robert J. Morgado	For	For	Management
2	Increase Authorized Preferred and Common Stock	For	Against	Management
3	Approve Omnibus Stock Plan	For	Against	Management
4	Ratify Auditors	For	For	Management

ACXIOM CORP.

Ticker:	ACXM	Security ID:	005125109
Meeting Date:	AUG 6, 2003	Meeting Type:	Annual
Record Date:	JUN 13, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Dr. Ann Hayes Die	For	For	Management
1.2	Elect Director William J. Henderson	For	For	Management
1.3	Elect Director Charles D. Morgan	For	For	Management
2	Amend Stock Option Plan	For	Against	Management
3	Amend Stock Option Plan	For	Against	Management

AFFILIATED COMPUTER SERVICES, INC.

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

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

2

ALLEGHENY ENERGY, INC.

Ticker:	AYE	Security ID:	017361106
Meeting Date:	NOV 14, 2003	Meeting Type:	Annual
Record Date:	SEP 29, 2003

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

AMERICREDIT CORP.

Ticker:	ACF	Security ID:	03060R101
Meeting Date:	NOV 5, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel E. Berce as Class I Director	For	For	Management
1.2	Elect Director Edward H. Esstman as Class I Director	For	For	Management
1.3	Elect Director James H. Greer as Class I Director	For	For	Management
1.4	Elect Director Gerald J. Ford as Class I Director	For	For	Management
1.5	Elect Director John R. Clay as Class III Director	For	For	Management
1.6	Elect Director B. J. McCombs as Class III Director	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

AMERITRADE HOLDINGS CORP.

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

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

3

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

ARAMARK CORP

Ticker:	RMK	Security ID:	038521100
Meeting Date:	FEB 3, 2004	Meeting Type:	Annual
Record Date:	DEC 10, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph Neubauer	For	For	Management
1.2	Elect Director Lawrence T. Babbio, Jr.	For	For	Management
1.3	Elect Director William Leonard	For	For	Management
1.4	Elect Director Karl M. von der Heyden	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

ARTHUR J. GALLAGHER & CO.

Ticker:	AJG	Security ID:	363576109
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director T. Kimball Brooker	For	For	Management
1.2	Elect Director Robert E. Gallagher	For	For	Management
1.3	Elect Director David S. Johnson	For	For	Management
2	Ratify Auditors	For	For	Management

4

AUTOZONE, INC.

Ticker:	AZO	Security ID:	053332102
Meeting Date:	DEC 11, 2003	Meeting Type:	Annual
Record Date:	OCT 14, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles M. Elson	For	For	Management
1.2	Elect Director Marsha J. Evans	For	For	Management
1.3	Elect Director Earl G. Graves, Jr.	For	For	Management
1.4	Elect Director N. Gerry House	For	For	Management
1.5	Elect Director J.R. Hyde, III	For	For	Management
1.6	Elect Director Edward S. Lampert	For	For	Management
1.7	Elect Director W. Andrew McKenna	For	For	Management
1.8	Elect Director Steve Odland	For	For	Management
1.9	Elect Director James J. Postl	For	For	Management
2	Ratify Auditors	For	For	Management

AVNET, INC.

Ticker:	AVT	Security ID:	053807103
Meeting Date:	NOV 6, 2003	Meeting Type:	Annual
Record Date:	SEP 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Eleanor Baum	For	For	Management
1.2	Elect Director J. Veronica Biggins	For	For	Management
1.3	Elect Director Lawrence W. Clarkson	For	For	Management
1.4	Elect Director Ehud Houminer	For	For	Management
1.5	Elect Director James A. Lawrence	For	For	Management
1.6	Elect Director Ray M. Robinson	For	For	Management
1.7	Elect Director Frederic Salerno	For	For	Management
1.8	Elect Director Gary L. Tooker	For	For	Management
1.9	Elect Director Roy Vallee	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

BALLY TOTAL FITNESS HOLDING CORP.

Ticker:	BFT	Security ID:	05873K108
Meeting Date:	JUL 31, 2003	Meeting Type:	Annual
Record Date:	JUN 24, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Paul A. Toback	For	For	Management
1.2	Elect Director Martin E. Franklin	For	For	Management
2	Separate Chairman and CEO Positions	Against	Against	Shareholder
3	Other Business	For	Against	Management

5

BARR PHARMACEUTICALS INC

Ticker:	BRL	Security ID:	068306109
Meeting Date:	OCT 23, 2003	Meeting Type:	Annual
Record Date:	SEP 2, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Bruce L. Downey	For	Withhold	Management
1.2	Elect Director Paul M. Bisaro	For	Withhold	Management
1.3	Elect Director Carole S. Ben-Maimon	For	Withhold	Management
1.4	Elect Director George P. Stephan	For	Withhold	Management
1.5	Elect Director Jack M. Kay	For	For	Management
1.6	Elect Director Harold N. Chefitz	For	For	Management
1.7	Elect Director Richard R. Frankovic	For	For	Management
1.8	Elect Director Peter R. Seaver	For	For	Management
1.9	Elect Director James S. Gilmore, III	For	For	Management
2	Change State of Incorporation from New York to Delaware	For	For	Management
3	Increase Authorized Common Stock	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

BEARINGPOINT, INC.

Ticker:	BE	Security ID:	074002106
Meeting Date:	AUG 3, 2004	Meeting Type:	Annual
Record Date:	JUN 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Douglas C. Allred	For	For	Management
1.2	Elect Director Betsy J. Bernard	For	For	Management
2	Ratify Auditors	For	For	Management

BEARINGPOINT, INC.

Ticker:	BE	Security ID:	074002106
Meeting Date:	NOV 4, 2003	Meeting Type:	Annual
Record Date:	SEP 12, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Randolph C. Blazer	For	For	Management
1.2	Elect Director Roderick C. McGeary	For	For	Management
1.3	Elect Director Alice M. Rivlin	For	For	Management

6

BIOGEN IDEC INC

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

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

BISYS GROUP, INC., THE

Ticker:	BSG	Security ID:	055472104
Meeting Date:	NOV 13, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lynn J. Mangum	For	For	Management
1.2	Elect Director Denis A. Bovin	For	Withhold	Management
1.3	Elect Director Robert J. Casale	For	For	Management
1.4	Elect Director Thomas A. Cooper	For	For	Management
1.5	Elect Director Paula G. McInerney	For	For	Management
1.6	Elect Director Thomas E. McInerney	For	For	Management
1.7	Elect Director Joseph J. Melone	For	For	Management
1.8	Elect Director Dennis R. Sheehan	For	For	Management
2	Approve Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

BMC SOFTWARE, INC.

Ticker:	BMC	Security ID:	055921100
Meeting Date:	AUG 21, 2003	Meeting Type:	Annual
Record Date:	JUL 3, 2003

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

7

BRINKER INTERNATIONAL, INC.

Ticker:	EAT	Security ID:	109641100
Meeting Date:	NOV 13, 2003	Meeting Type:	Annual
Record Date:	SEP 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ronald A. McDougall	For	For	Management
1.2	Elect Director Douglas H. Brooks	For	For	Management
1.3	Elect Director Dan W. Cook, III	For	For	Management
1.4	Elect Director Robert M. Gates	For	For	Management
1.5	Elect Director Marvin J. Girouard	For	For	Management
1.6	Elect Director Ronald Kirk	For	For	Management
1.7	Elect Director George R. Mrkonic	For	For	Management
1.8	Elect Director Erle Nye	For	For	Management
1.9	Elect Director James E. Oesterreicher	For	For	Management
1.10	Elect Director Cece Smith	For	For	Management
1.11	Elect Director Roger T. Staubach	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on the Impact of Genetically Engineered Products	Against	Against	Shareholder

BROOKLINE BANCORP, INC.

Ticker:	BRKL	Security ID:	11373M107
Meeting Date:	AUG 27, 2003	Meeting Type:	Special
Record Date:	JUL 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Omnibus Stock Plan	For	For	Management
2	Approve Restricted Stock Plan	For	For	Management

CADENCE DESIGN SYSTEMS, INC.

Ticker:	CDN	Security ID:	127387108
Meeting Date:	JUN 15, 2004	Meeting Type:	Annual
Record Date:	APR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director H. Raymond Bingham	For	For	Management
1.2	Elect Director Susan L. Bostrom	For	For	Management
1.3	Elect Director Donald L. Lucas	For	For	Management
1.4	Elect Director Sean M. Maloney	For	Withhold	Management
1.5	Elect Director Alberto Sangiovanni-Vincentelli	For	For	Management
1.6	Elect Director George M. Scalise	For	For	Management
1.7	Elect Director John B. Shoven	For	For	Management
1.8	Elect Director Roger S. Siboni	For	For	Management
1.9	Elect Director Lip-Bu Tan	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

8

CAESAR’S ENTERTAINMENT

Ticker:	CZR	Security ID:	700690100
Meeting Date:	SEP 10, 2003	Meeting Type:	Special
Record Date:	JUL 24, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Change Company Name	For	For	Management

CBRL GROUP, INC.

Ticker:	CBRL	Security ID:	12489V106
Meeting Date:	NOV 25, 2003	Meeting Type:	Annual
Record Date:	SEP 26, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James D. Carreker	For	For	Management
1.2	Elect Director Robert V. Dale	For	For	Management
1.3	Elect Director Dan W. Evins	For	For	Management
1.4	Elect Director Robert C. Hilton	For	For	Management
1.5	Elect Director Charles E. Jones, Jr.	For	For	Management
1.6	Elect Director B. F. ‘Jack’ Lowery	For	For	Management
1.7	Elect Director Gordon L. Miller	For	For	Management
1.8	Elect Director Martha M. Mitchell	For	For	Management
1.9	Elect Director Andrea M. Weiss	For	For	Management
1.10	Elect Director Jimmie D. White	For	For	Management
1.11	Elect Director Michael A. Woodhouse	For	For	Management
2	Ratify Auditors	For	For	Management

CHUBB CORP., THE

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

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

9

COACH, INC.

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

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

COMMONWEALTH TELEPHONE ENTERPRISES, INC.

Ticker:	CTCO	Security ID:	203349105
Meeting Date:	SEP 3, 2003	Meeting Type:	Annual
Record Date:	JUN 20, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Walter Scott, Jr.	For	For	Management
1.2	Elect Director David C. Mitchell	For	For	Management
1.3	Elect Director David C. McCourt	For	For	Management
1.4	Elect Director Daniel E. Knowles	For	For	Management
2	Ratify Auditors	For	For	Management
3	Convert Class B common shares into common shares	For	For	Management
4	Adjourn Meeting	For	Against	Management

COMPUWARE CORP.

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

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

10

CONCORD EFS, INC.

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

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

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

DARDEN RESTAURANTS, INC.

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

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

DELL INC.

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

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

11

DEVRY INC.

Ticker:	DV	Security ID:	251893103
Meeting Date:	NOV 18, 2003	Meeting Type:	Annual
Record Date:	SEP 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Charles A. Bowsher as Class III Director	For	For	Management
1.2	Elect Director Robert C. McCormack as Class III Director	For	For	Management
1.3	Elect Director Julia A. McGee as Class III Director	For	For	Management
1.4	Elect Director Ronald L. Taylor as Class III Director	For	For	Management
1.5	Elect Director Connie R. Curran as Class II Director	For	For	Management
2	Approve Stock Option Plan	For	For	Management
3	Ratify Auditors	For	For	Management

DST SYSTEMS, INC.

Ticker:	DST	Security ID:	233326107
Meeting Date:	NOV 28, 2003	Meeting Type:	Special
Record Date:	NOV 10, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Approve Reorganization Plan	For	For	Management

EDISON INTERNATIONAL

Ticker:	EIX	Security ID:	281020107
Meeting Date:	MAY 20, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John E. Bryson	For	For	Management
1.2	Elect Director France A. Cordova	For	For	Management
1.3	Elect Director Bradford M. Freeman	For	For	Management
1.4	Elect Director Bruce Karatz	For	For	Management
1.5	Elect Director Luis G. Nogales	For	For	Management
1.6	Elect Director Ronald L. Olson	For	For	Management
1.7	Elect Director James M. Rosser	For	For	Management
1.8	Elect Director Richard T. Schlosberg, III	For	For	Management
1.9	Elect Director Robert H. Smith	For	For	Management
1.10	Elect Director Thomas C. Sutton	For	For	Management
2	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote	Against	Against	Shareholder

12

EDUCATION MANAGEMENT CORP.

Ticker:	EDMC	Security ID:	28139T101
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	SEP 23, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert H. Atwell	For	For	Management
1.2	Elect Director William M. Campbell, III	For	For	Management
1.3	Elect Director Friedrich Teroerde	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

ELECTRONIC ARTS, INC.

Ticker:	ERTS	Security ID:	285512109
Meeting Date:	JUL 31, 2003	Meeting Type:	Annual
Record Date:	JUN 4, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director M. Richard Asher	For	For	Management
1.2	Elect Director William J. Byron	For	For	Management
1.3	Elect Director Leonard S. Coleman	For	For	Management
1.4	Elect Director Gary M. Kusin	For	For	Management
1.5	Elect Director Gregory B. Maffei	For	For	Management
1.6	Elect Director Timothy Mott	For	For	Management
1.7	Elect Director Lawrence F. Probst III	For	For	Management
1.8	Elect Director Linda J. Srere	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management

EMULEX CORP.

Ticker:	ELX	Security ID:	292475209
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	OCT 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Fred B. Cox	For	For	Management
1.2	Elect Director Michael P. Downey	For	For	Management
1.3	Elect Director Bruce C. Edwards	For	For	Management
1.4	Elect Director Paul F. Folino	For	For	Management
1.5	Elect Director Robert H. Goon	For	For	Management
1.6	Elect Director Don M. Lyle	For	For	Management
2	Approve Option Exchange Program	For	For	Management
3	Ratify Auditors	For	For	Management

13

EQUIFAX INC.

Ticker:	EFX	Security ID:	294429105
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	FEB 18, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James E. Copeland, Jr	For	For	Management
1.2	Elect Director Lee A. Ault III	For	For	Management
1.3	Elect Director John L. Clendenin	For	For	Management
1.4	Elect Director A. William Dahlberg	For	For	Management
1.5	Elect Director L. Phillip Humann	For	For	Management

ESPEED INC

Ticker:	ESPD	Security ID:	296643109
Meeting Date:	OCT 22, 2003	Meeting Type:	Annual
Record Date:	SEP 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Howard W. Lutnick	For	Withhold	Management
1.2	Elect Director Lee M. Amaitis	For	Withhold	Management
1.3	Elect Director Joseph C. Noviello	For	Withhold	Management
1.4	Elect Director Stephen M. Merkel	For	Withhold	Management
1.5	Elect Director John H. Dalton	For	For	Management
1.6	Elect Director William J. Moran	For	For	Management
1.7	Elect Director Albert M. Weis	For	For	Management
1.8	Elect Director Henry (Hank) Morris	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Omnibus Stock Plan	For	Against	Management

FEI COMPANY

Ticker:	FEIC	Security ID:	30241L109
Meeting Date:	AUG 11, 2003	Meeting Type:	Special
Record Date:	JUN 20, 2003

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

GLOBAL PAYMENTS, INC.

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

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

14

GLOBAL SANTA FE CORP.  (FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:	GSF	Security ID:	G3930E101
Meeting Date:	JUN 9, 2004	Meeting Type:	Annual
Record Date:	APR 7, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ferdinand A. Berger	For	For	Management
1.2	Elect Director Khaled R. Al-Haroon	For	For	Management
1.3	Elect Director Edward R. Muller	For	For	Management
1.4	Elect Director Paul J. Powers	For	For	Management
1.5	Elect Director John L. Whitmire	For	For	Management
2	PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS.	For	For	Management
3	PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED.	For	For	Management
4	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004.	For	For	Management

GLOBESPANVIRATA INC.

Ticker:	GSPN	Security ID:	37957V106
Meeting Date:	OCT 16, 2003	Meeting Type:	Annual
Record Date:	AUG 20, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Armando Geday	For	For	Management
1.2	Elect Director Bami Bastani	For	For	Management
1.3	Elect Director Steven J. Bilodeau	For	For	Management
1.4	Elect Director Gary Bloom	For	For	Management
1.5	Elect Director Dipanjan Deb	For	For	Management
1.6	Elect Director John Marren	For	For	Management
1.7	Elect Director Garry K. McGuire, Sr.	For	For	Management
1.8	Elect Director Giuseppe Zocco	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Approve Non-Employee Director Restricted Stock Plan	For	Against	Management
4	Ratify Auditors	For	For	Management

15

GOODRICH CORPORATION

Ticker:	GR	Security ID:	382388106
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	MAR 8, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Diane C. Creel	For	For	Management
1.2	Elect Director George A. Davidson, Jr.	For	For	Management
1.3	Elect Director Harris E. DeLoach, Jr.	For	For	Management
1.4	Elect Director James J. Glasser	For	For	Management
1.5	Elect Director James W. Griffith	For	For	Management
1.6	Elect Director William R. Holland	For	For	Management
1.7	Elect Director Marshall O. Larsen	For	For	Management
1.8	Elect Director Douglas E. Olesen	For	For	Management
1.9	Elect Director Alfred M. Rankin, Jr.	For	For	Management
1.10	Elect Director James R. Wilson	For	For	Management
1.11	Elect Director A. Thomas Young	For	For	Management
2	Ratify Auditors	For	For	Management

GTECH HOLDINGS CORP.

Ticker:	GTK	Security ID:	400518106
Meeting Date:	AUG 4, 2003	Meeting Type:	Annual
Record Date:	JUN 13, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Burnett W. Donoho	For	For	Management
1.2	Elect Director James F. McCann	For	For	Management
1.3	Elect Director W. Bruce Turner	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Ratify Auditors	For	For	Management

HARMAN INTERNATIONAL INDUSTRIES, INC.

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

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

HERCULES INC.

Ticker:	HPC	Security ID:	427056106
Meeting Date:	MAY 12, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Craig A. Rogerson	For	For	Management
1.2	Elect Director John C. Hunter, III	For	For	Management
1.3	Elect Director Robert D. Kennedy	For	For	Management
2	Amend Articles to Elect Directors by Plurality Vote	For	For	Management
3	Ratify Auditors	For	For	Management
4	Amend Articles to Provide Shareholders with Right to Act by Written Consent and Call Special Meetings	For	For	Management

16

HERCULES INC.

Ticker:	HPC	Security ID:	427056106
Meeting Date:	JUL 25, 2003	Meeting Type:	Proxy Contest
Record Date:	JUN 6, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Harry Fields	For	Did Not Vote	Management
1.2	Elect Director Anthony Kronman	For	Did Not Vote	Management
1.3	Elect Director Vincent Tese	For	Did Not Vote	Management
1.4	Elect Director Gerald Tsai, Jr.	For	Did Not Vote	Management
2	Ratify Auditors	None	Did Not Vote	Management
3	Approve Non-Employee Director Omnibus Stock Plan	Against	Did Not Vote	Management
4	Redemption of the company’s Rights Agreement	For	Did Not Vote	Shareholder
5	Amend Articles to reinstate the rights of the shareholders — Call Special Meetings and Act by Written Consent	For	Did Not Vote	Shareholder
1.1	Elect Director Patrick Duff	For	For	Management
1.2	Elect Director Thomas P. Gerrity	For	For	Management
1.3	Elect Director John K. Wulff	For	For	Management
1.4	Elect Director Joe B. Wyatt	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan	For	For	Management
4	Redemption of the company’s Rights Agreement	Against	For	Shareholder
5	Amend Articles to reinstate the rights of the shareholders — Call Special Meetings and Act by Written Consent	Against	For	Shareholder

HORACE MANN EDUCATORS CORP.

Ticker:	HMN	Security ID:	440327104
Meeting Date:	MAY 25, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director William W. Abbott	For	For	Management
1.2	Elect Director Mary H. Futrell	For	For	Management
1.3	Elect Director Louis G. Lower II	For	For	Management
1.4	Elect Director Joseph J. Melone	For	For	Management
1.5	Elect Director Jeffrey L. Morby	For	For	Management
1.6	Elect Director Shaun F. O’Malley	For	For	Management
1.7	Elect Director Charles A. Parker	For	For	Management

17

HORMEL FOODS CORP.

Ticker:	HRL	Security ID:	440452100
Meeting Date:	JAN 27, 2004	Meeting Type:	Annual
Record Date:	DEC 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John W. Allen, Ph.D.	For	For	Management
1.2	Elect Director John R. Block	For	For	Management
1.3	Elect Director E. Peter Gillette, Jr.	For	For	Management
1.4	Elect Director Luella G. Goldberg	For	For	Management
1.5	Elect Director Joel W. Johnson	For	For	Management
1.6	Elect Director Susan I. Marvin	For	For	Management
1.7	Elect Director Michael J. McCoy	For	For	Management
1.8	Elect Director John L. Morrison	For	For	Management
1.9	Elect Director Dakota A. Pippins	For	For	Management
1.10	Elect Director Gary J. Ray	For	For	Management
1.11	Elect Director John G. Turner	For	For	Management
1.12	Elect Director Robert R. Waller, M.D.	For	For	Management
2	Ratify Auditors	For	For	Management

HUBBELL INCORPORATED

Ticker:	HUB.B	Security ID:	443510201
Meeting Date:	MAY 3, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director G. Jackson Ratcliffe	For	For	Management
1.2	Elect Director E. Richard Brooks	For	For	Management
1.3	Elect Director George Edwards, Jr.	For	For	Management
1.4	Elect Director Joel Hoffman	For	For	Management
1.5	Elect Director Andrew McNally IV	For	For	Management
1.6	Elect Director Daniel Meyer	For	For	Management
1.7	Elect Director Timothy Powers	For	For	Management
1.8	Elect Director Malcolm Wallop	For	For	Management
1.9	Elect Director Daniel Van Riper	For	For	Management
1.10	Elect Director Richard Swift	For	For	Management
2	Ratify Auditors	For	For	Management

IDT CORP.

Ticker:	IDT.C	Security ID:	448947309
Meeting Date:	DEC 15, 2003	Meeting Type:	Annual
Record Date:	OCT 20, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Moshe Kaganoff	For	For	Management
1.2	Elect Director James S. Gilmore, III	For	For	Management
1.3	Elect Director Jack F. Kemp	For	Withhold	Management
1.4	Elect Director Admiral William A. Owens	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Approve Employee Stock Purchase Plan	For	For	Management
4	Approve Stock Award to Executive	For	For	Management
5	Ratify Auditors	For	For	Management

18

IMS HEALTH INC.

Ticker:	RX	Security ID:	449934108
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 5, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James D. Edwards	For	For	Management
1.2	Elect Director David M. Thomas	For	For	Management
1.3	Elect Director William C. Van Faasen	For	For	Management
2	Ratify Auditors	For	For	Management
3	Declassify the Board of Directors	Against	Against	Shareholder
4	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	Against	For	Shareholder

INTEGRATED CIRCUIT SYSTEMS, INC.

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

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

INTEGRATED DEVICE TECHNOLOGY, INC.

Ticker:	IDTI	Security ID:	458118106
Meeting Date:	SEP 12, 2003	Meeting Type:	Annual
Record Date:	JUL 21, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect Director Gregory S. Lang	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

INTERNATIONAL FLAVORS & FRAGRANCES INC.

Ticker:	IFF	Security ID:	459506101
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 23, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Margaret Hayes Adame	For	For	Management
1.2	Elect Director Gunter Blobel	For	For	Management
1.3	Elect Director J. Michael Cook	For	For	Management
1.4	Elect Director Peter A. Georgescu	For	For	Management
1.5	Elect Director Richard A. Goldstein	For	For	Management
1.6	Elect Director Alexandra A. Herzan	For	For	Management
1.7	Elect Director Arthur C. Martinez	For	For	Management
1.8	Elect Director Burton M. Tansky	For	For	Management
2	Ratify Auditors	For	For	Management
3	Prohibit Auditor from Providing Non-Audit Services	Against	Against	Shareholder

19

INTERPUBLIC GROUP OF COMPANIES, INC., THE

Ticker:	IPG	Security ID:	460690100
Meeting Date:	MAY 18, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David A. Bell	For	For	Management
1.2	Elect Director Frank J. Borell	For	For	Management
1.3	Elect Director Reginald K. Brack	For	For	Management
1.4	Elect Director Jill M. Considine	For	For	Management
1.5	Elect Director Christopher J. Coughlin	For	For	Management
1.6	Elect Director John J. Donner, Jr.	For	For	Management
1.7	Elect Director Richard A. Goldstein	For	For	Management
1.8	Elect Director H. John Greenlaus	For	For	Management
1.9	Elect Director Michael I. Roth	For	For	Management
1.10	Elect Director J. Phillip Samper	For	Withhold	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Approve Non-Employee Director Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	MacBride Principles	Against	Against	Shareholder

J & J SNACK FOODS CORP.

Ticker:	JJSF	Security ID:	466032109
Meeting Date:	FEB 5, 2004	Meeting Type:	Annual
Record Date:	DEC 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Sidney R. Brown	For	For	Management
1.2	Elect Director Leonard M. Lodish	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management

JDS UNIPHASE CORP.

Ticker:	JDSU	Security ID:	46612J101
Meeting Date:	NOV 6, 2003	Meeting Type:	Annual
Record Date:	SEP 15, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert E. Enos	For	For	Management
1.2	Elect Director Peter A. Guglielmi	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

20

KENNAMETAL, INC.

Ticker:	KMT	Security ID:	489170100
Meeting Date:	OCT 28, 2003	Meeting Type:	Annual
Record Date:	SEP 9, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ronald M. DeFeo	For	For	Management
1.2	Elect Director William R. Newlin	For	For	Management
1.3	Elect Director Lawrence W. Stranghoener	For	For	Management
2	Ratify Auditors	For	For	Management

KLA-TENCOR CORP.

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

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

LAM RESEARCH CORP.

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

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James W. Bagley	For	For	Management
1.2	Elect Director David G. Arscott	For	For	Management
1.3	Elect Director Robert M. Berdahl	For	For	Management
1.4	Elect Director Richard J. Elkus, Jr.	For	For	Management
1.5	Elect Director Jack R. Harris	For	For	Management
1.6	Elect Director Grant M. Inman	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Approve Executive Incentive Bonus Plan	For	For	Management
4	Ratify Auditors	For	For	Management

LINEAR TECHNOLOGY CORP.

Ticker:	LLTC	Security ID:	535678106
Meeting Date:	NOV 5, 2003	Meeting Type:	Annual
Record Date:	SEP 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert H. Swanson, Jr.	For	For	Management
1.2	Elect Director David S. Lee	For	For	Management
1.3	Elect Director Leo T. McCarthy	For	For	Management
1.4	Elect Director Richard M. Moley	For	For	Management
1.5	Elect Director Thomas S. Volpe	For	For	Management
2	Ratify Auditors	For	For	Management

21

LYONDELL CHEMICAL CO.

Ticker:	LYO	Security ID:	552078107
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carol A. Anderson	For	For	Management
1.2	Elect Director William T. Butler	For	For	Management
1.3	Elect Director Stephen I. Chazen	For	For	Management
1.4	Elect Director Travis Engen	For	For	Management
1.5	Elect Director Stephen F. Hinchliffe, Jr.	For	For	Management
1.6	Elect Director Danny W. Huff	For	For	Management
1.7	Elect Director Ray R. Irani	For	For	Management
1.8	Elect Director David J. Lesar	For	For	Management
1.9	Elect Director Dudley C. Mecum	For	For	Management
1.10	Elect Director Dan F. Smith	For	For	Management
1.11	Elect Director William R. Spivey	For	For	Management
2	Ratify Auditors	For	For	Management

MANPOWER INC.

Ticker:	MAN	Security ID:	56418H100
Meeting Date:	APR 27, 2004	Meeting Type:	Annual
Record Date:	FEB 17, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Stephanie A. Burns	For	For	Management
1.2	Elect Director Willie D. Davis	For	For	Management
1.3	Elect Director Jack M. Greenberg	For	For	Management
1.4	Elect Director Terry A. Hueneke	For	For	Management
2	Ratify Auditors	For	For	Management

MCAFEE INC.

Ticker:	MFE	Security ID:	640938106
Meeting Date:	DEC 16, 2003	Meeting Type:	Annual
Record Date:	NOV 13, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Leslie Denend	For	For	Management
1.2	Elect Director George Samenuk	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Amend Non-Employee Director Stock Option Plan	For	For	Management
4	Amend Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management

22

MERCURY INTERACTIVE CORP.

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

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

MICROCHIP TECHNOLOGY, INC.

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

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

MICROSOFT CORP.

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

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

23

NATIONAL COMMERCE FINANCIAL CORPORATION

Ticker:	NCF	Security ID:	63545P104
Meeting Date:	APR 28, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Blake P. Garrett, Jr.	For	For	Management
1.2	Elect Director Thomas M. Garrott	For	For	Management
1.3	Elect Director C. Dan Joyner	For	For	Management
1.4	Elect Director W. Neely Mallory, Jr.	For	For	Management
1.5	Elect Director Eric B. Munson	For	For	Management
2	Ratify Auditors	For	For	Management

NATIONAL SEMICONDUCTOR CORP.

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

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

NETIQ CORPORATION

Ticker:	NTIQ	Security ID:	64115P102
Meeting Date:	NOV 20, 2003	Meeting Type:	Annual
Record Date:	SEP 26, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David J. Barram as Class II Director	For	For	Management
1.2	Elect Director Michael J. Maples as Class II Director	For	For	Management
1.3	Elect Director Michael J. Rose as Class II Director	For	For	Management
1.4	Elect Director Maureen F. McNichols as Class III Director	For	For	Management
2	Ratify Auditors	For	For	Management

24

NPS PHARMACEUTICALS, INC.

Ticker:	NPSP	Security ID:	62936P103
Meeting Date:	AUG 21, 2003	Meeting Type:	Annual
Record Date:	JUL 21, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Santo J. Costa, J.D.	For	For	Management
1.2	Elect Director John R. Evans, M.D.	For	For	Management
1.3	Elect Director James G. Groninger	For	Withhold	Management
1.4	Elect Director Hunter Jackson, Ph.D.	For	Withhold	Management
1.5	Elect Director Joseph Klein, III	For	For	Management
1.6	Elect Director Donald E. Kuhla, Ph.D.	For	For	Management
1.7	Elect Director Thomas N. Parks, Ph.D.	For	For	Management
1.8	Elect Director Calvin R. Stiller, M.D.	For	For	Management
1.9	Elect Director Peter G. Tombros	For	For	Management
2	Increase Authorized Common Stock	For	Against	Management
3	Amend Stock Option Plan	For	For	Management
4	Amend Employee Stock Purchase Plan	For	For	Management
5	Ratify Auditors	For	For	Management

OFFICE DEPOT, INC.

Ticker:	ODP	Security ID:	676220106
Meeting Date:	MAY 14, 2004	Meeting Type:	Annual
Record Date:	MAR 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Lee A. Ault III	For	Withhold	Management
1.2	Elect Director Neil R. Austrian	For	Withhold	Management
1.3	Elect Director David W. Bernauer	For	For	Management
1.4	Elect Director Abelardo E. Bru	For	For	Management
1.5	Elect Director David I. Fuente	For	Withhold	Management
1.6	Elect Director Brenda J. Gaines	For	Withhold	Management
1.7	Elect Director Myra M. Hart	For	For	Management
1.8	Elect Director W. Scott Hedrick	For	Withhold	Management
1.9	Elect Director James L. Heskett	For	Withhold	Management
1.10	Elect Director Patricia H. McKay	For	For	Management
1.11	Elect Director Michael J. Myers	For	Withhold	Management
1.12	Elect Director Bruce Nelson	For	Withhold	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

OMNIVISION TECHNOLOGIES, INC.

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

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

25

PARKER-HANNIFIN CORP.

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

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

PINNACLE WEST CAPITAL CORP.

Ticker:	PNW	Security ID:	723484101
Meeting Date:	MAY 19, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Roy A. Herberger, Jr.	For	For	Management
1.2	Elect Director Humberto S. Lopez	For	For	Management
1.3	Elect Director Kathryn L. Munro	For	For	Management
1.4	Elect Director William L. Stewart	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Nuclear Fuel Storage Risks	Against	Against	Shareholder

PIXAR, INC.

Ticker:	PIXR	Security ID:	725811103
Meeting Date:	SEP 5, 2003	Meeting Type:	Annual
Record Date:	JUL 23, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Steve Jobs	For	For	Management
1.2	Elect Director Dr. Edwin E. Catmull	For	For	Management
1.3	Elect Director Skip M. Brittenham	For	For	Management
1.4	Elect Director Joseph A. Graziano	For	For	Management
1.5	Elect Director Lawrence B. Levy	For	For	Management
1.6	Elect Director Joe Roth	For	For	Management
1.7	Elect Director Larry W. Sonsini	For	For	Management
1.8	Elect Director John S. Wadsworth, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:	PTP	Security ID:	G7127P100
Meeting Date:	SEP 17, 2003	Meeting Type:	Annual
Record Date:	AUG 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1	Elect H. Baldwin, J. Bank, D. Carmichael, N. Currie, J. Fishman, G. Morrison, S. Newman, and P. Pruitt as Directors	For	Did Not Vote	Management
2a	Elect G. Morrison as Director of Platinum Underwriters Bermuda, Ltd.	For	Did Not Vote	Management
2b	Elect M. Price as Director of Platinum Underwriters Bermuda, Ltd.	For	Did Not Vote	Management
2c	Elect W. Robble as Director of Platinum Underwriters Bermuda, Ltd.	For	Did Not Vote	Management
3a	Elect G. Morrison as Director of Platinum Re (UK) Ltd.	For	Did Not Vote	Management
3b	Elect C. Pettengell as Director of Platinum Re (UK) Ltd.	For	Did Not Vote	Management
3c	Elect R. Porter as Director of Platinum Re (UK) Ltd.	For	Did Not Vote	Management
4	Approve Section 162(m) Performance Incentive Plan	For	Did Not Vote	Management
5	Ratify KPMG as Auditors	For	Did Not Vote	Management

26

POWERWAVE TECHNOLOGIES, INC.

Ticker:	PWAV	Security ID:	739363109
Meeting Date:	JUL 16, 2003	Meeting Type:	Annual
Record Date:	MAY 19, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Daniel A. Artusi	For	For	Management
1.2	Elect Director Gregory M. Avis	For	For	Management
1.3	Elect Director John L. Clendenin	For	For	Management
1.4	Elect Director Bruce C. Edwards	For	For	Management
1.5	Elect Director David L. George	For	For	Management
1.6	Elect Director Eugene L. Goda	For	For	Management
1.7	Elect Director Carl W. Neun	For	For	Management
1.8	Elect Director Safi U. Qureshey	For	For	Management
1.9	Elect Director Andrew J. Sukawaty	For	For	Management
2	Amend Employee Stock Purchase Plan	For	For	Management
3	Ratify Auditors	For	For	Management

QLOGIC CORP.

Ticker:	QLGC	Security ID:	747277101
Meeting Date:	AUG 26, 2003	Meeting Type:	Annual
Record Date:	JUL 1, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director H.K. Desai	For	For	Management
1.2	Elect Director Larry R. Carter	For	For	Management
1.3	Elect Director James R. Fiebiger	For	For	Management
1.4	Elect Director Balakrishnan S. Iyer	For	For	Management
1.5	Elect Director Carol L. Miltner	For	For	Management
1.6	Elect Director George D. Wells	For	For	Management
2	Amend Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

READER’S DIGEST ASSOCIATION, INC., THE

Ticker:	RDA	Security ID:	755267101
Meeting Date:	NOV 21, 2003	Meeting Type:	Annual
Record Date:	SEP 26, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jonathan B. Bulkeley	For	For	Management
1.2	Elect Director Herman Cain	For	For	Management
1.3	Elect Director William E. Mayer	For	For	Management

27

RF MICRO DEVICES, INC.

Ticker:	RFMD	Security ID:	749941100
Meeting Date:	JUL 22, 2003	Meeting Type:	Annual
Record Date:	MAY 30, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert A. Bruggeworth	For	For	Management
1.2	Elect Director David A. Norbury	For	For	Management
1.3	Elect Director William J. Pratt	For	For	Management
1.4	Elect Director Daniel A. Dileo	For	For	Management
1.5	Elect Director Dr. Frederick J. Leonberger	For	For	Management
1.6	Elect Director Dr. Albert E. Paladino	For	For	Management
1.7	Elect Director Erik Van Der Kaay	For	For	Management
1.8	Elect Director Walter H. Wilkinson, Jr.	For	For	Management
2	Approve Omnibus Stock Plan	For	For	Management
3	Ratify Auditors	For	For	Management

RPM INTERNATIONAL INC.

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

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

SABRE HOLDINGS CORPORATION

Ticker:	TSG	Security ID:	785905100
Meeting Date:	MAY 4, 2004	Meeting Type:	Annual
Record Date:	MAR 15, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Royce S. Caldwell	For	For	Management
1.2	Elect Director Paul C. Ely, Jr.	For	For	Management
1.3	Elect Director Glenn W. Marschel, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management

28

SARA LEE CORP.

Ticker:	SLE	Security ID:	803111103
Meeting Date:	OCT 30, 2003	Meeting Type:	Annual
Record Date:	SEP 2, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J.T. Battenberg III	For	For	Management
1.2	Elect Director Charles W. Coker	For	For	Management
1.3	Elect Director James S. Crown	For	For	Management
1.4	Elect Director Willie D. Davis	For	For	Management
1.5	Elect Director Vernon E. Jordan, Jr.	For	For	Management
1.6	Elect Director Laurette T. Koellner	For	For	Management
1.7	Elect Director Cornelis J.A. Van Lede	For	For	Management
1.8	Elect Director Joan D. Manley	For	For	Management
1.9	Elect Director Cary D. McMillan	For	For	Management
1.10	Elect Director C. Steven McMillan	For	For	Management
1.11	Elect Director Rozanne L. Ridgway	For	For	Management
1.12	Elect Director Richard L. Thomas	For	For	Management
2	Ratify Auditors	For	For	Management
3	Report on Charitable Contributions	Against	Against	Shareholder
4	Implement and Monitor Code of Corporate Conduct - ILO Standards	Against	Against	Shareholder

SEAGATE TECHNOLOGY

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

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

SMITHFIELD FOODS, INC.

Ticker:	SFD	Security ID:	832248108
Meeting Date:	SEP 3, 2003	Meeting Type:	Annual
Record Date:	JUL 11, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph W. Luter, III	For	For	Management
1.2	Elect Director Wendell H. Murphy	For	For	Management
2	Ratify Auditors	For	For	Management

29

SOLECTRON CORP.

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

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

SONIC CORP.

Ticker:	SONC	Security ID:	835451105
Meeting Date:	JAN 21, 2004	Meeting Type:	Annual
Record Date:	NOV 28, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director J. Clifford Hudson	For	For	Management
1.2	Elect Director Robert M. Rosenberg	For	For	Management
1.3	Elect Director Federico F. Pena	For	For	Management
2	Other Business	For	Against	Management

SOVEREIGN BANCORP, INC.

Ticker:	SOV	Security ID:	845905108
Meeting Date:	APR 22, 2004	Meeting Type:	Annual
Record Date:	MAR 1, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Andrew C. Hove, Jr.	For	Withhold	Management
1.2	Elect Director Daniel K. Rothermel	For	Withhold	Management
2	Ratify Auditors	For	For	Management
3	Increase Authorized Common Stock	For	For	Management
4	Approve Stock Plan and Employee Stock Purchase Plan	For	Against	Management
5	Approve Bonus Plan	For	Against	Management

SPRINT CORP.

Ticker:	FON	Security ID:	852061506
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	For	Management
2	Ratify Auditors	For	For	Management
3	Performance- Based/Indexed Options	Against	Against	Shareholder
4	Limit Executive Compensation	Against	Against	Shareholder
5	Separate Chairman and CEO Positions	Against	Against	Shareholder
6	Report on Foreign Outsourcing	Against	Against	Shareholder

30

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:	HOT	Security ID:	85590A203
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 19, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Eric Hippeau	For	For	Management
1.2	Elect Director Daniel Yih	For	For	Management
1.3	Elect Director Kneeland Youngblood	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Declassify the Board of Directors	For	For	Management

STERIS CORP.

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

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

SYMANTEC CORP.

Ticker:	SYMC	Security ID:	871503108
Meeting Date:	AUG 21, 2003	Meeting Type:	Annual
Record Date:	JUL 8, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Tania Amochaev	For	For	Management
1.2	Elect Director William Coleman	For	For	Management
1.3	Elect Director Dr. Per-Kristian Halvorsen	For	For	Management
1.4	Elect Director David Mahoney	For	For	Management
1.5	Elect Director Robert S. Miller	For	For	Management
1.6	Elect Director Bill Owens	For	For	Management
1.7	Elect Director George Reyes	For	For	Management
1.8	Elect Director Daniel H. Schulman	For	For	Management
1.9	Elect Director John W. Thompson	For	For	Management
2	Increase Authorized Common Stock	For	For	Management
3	Amend Stock Option Plan	For	Against	Management
4	Approve Executive Incentive Bonus Plan	For	For	Management
5	Ratify Auditors	For	For	Management

31

TEMPLE-INLAND INC.

Ticker:	TIN	Security ID:	879868107
Meeting Date:	MAY 7, 2004	Meeting Type:	Annual
Record Date:	MAR 10, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donald M. Carlton	For	For	Management
1.2	Elect Director E. Linn Draper, Jr.	For	For	Management
1.3	Elect Director Jeffrey M. Heller	For	For	Management
1.4	Elect Director Kenneth M. Jastrow, II	For	For	Management
1.5	Elect Director James A. Johnson	For	For	Management
2	Ratify Auditors	For	For	Management

TENET HEALTHCARE CORP.

Ticker:	THC	Security ID:	88033G100
Meeting Date:	MAY 6, 2004	Meeting Type:	Annual
Record Date:	MAR 11, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Trevor Fetter	For	For	Management
1.2	Elect Director Van B. Honeycutt	For	For	Management
1.3	Elect Director John C. Kane	For	For	Management
1.4	Elect Director Edward A. Kangas	For	For	Management
1.5	Elect Director J. Robert Kerrey	For	For	Management
1.6	Elect Director Richard R. Pettingill	For	For	Management
2	Ratify Auditors	For	For	Management

TIDEWATER INC.

Ticker:	TDW	Security ID:	886423102
Meeting Date:	JUL 31, 2003	Meeting Type:	Annual
Record Date:	JUN 2, 2003

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Arthur R. Carlson	For	For	Management
1.2	Elect Director Jon C. Madonna	For	For	Management
1.3	Elect Director William C. O’Malley	For	For	Management

TRANSOCEAN INC.

Ticker:	RIG	Security ID:	G90078109
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 18, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert L. Long	For	For	Management
1.2	Elect Director Martin B. Mcnamara	For	For	Management
1.3	Elect Director Robert M. Sprague	For	For	Management
1.4	Elect Director J. Michael Talbert	For	For	Management
2	APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT.	For	For	Management
3	Ratify Auditors	For	For	Management

32

UNUMPROVIDENT CORPORATION

Ticker:	UNM	Security ID:	91529Y106
Meeting Date:	MAY 13, 2004	Meeting Type:	Annual
Record Date:	MAR 26, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Ronald E. Goldsberry	For	For	Management
1.2	Elect Director Hugh O. Maclellan, Jr.	For	For	Management
1.3	Elect Director C. William Pollard	For	For	Management
1.4	Elect Director John W. Rowe	For	For	Management
2	Approve Executive Incentive Bonus Plan	For	For	Management
3	Amend Employee Stock Purchase Plan	For	For	Management
4	Ratify Auditors	For	For	Management
5	Require Affirmative Vote of the Majority of the Shares to Elect Directors	Against	Against	Shareholder
6	Establish Other Board Committee	Against	Against	Shareholder

UTSTARCOM, INC.

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

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

VALASSIS COMMUNICATIONS, INC.

Ticker:	VCI	Security ID:	918866104
Meeting Date:	MAY 11, 2004	Meeting Type:	Annual
Record Date:	MAR 22, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Patrick F. Brennan	For	Withhold	Management
1.2	Elect Director Kenneth V. Darish	For	For	Management
1.3	Elect Director Seth Goldstein	For	For	Management
1.4	Elect Director Barry P. Hoffman	For	For	Management
1.5	Elect Director Walter H. Ku	For	For	Management
1.6	Elect Director Robert L. Recchia	For	For	Management
1.7	Elect Director Marcella A. Sampson	For	Withhold	Management
1.8	Elect Director Alan F. Schultz	For	For	Management
1.9	Elect Director Faith Whittlesey	For	Withhold	Management
2	Ratify Auditors	For	For	Management

33

VALERO ENERGY CORP.

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

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

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

WENDY’S INTERNATIONAL, INC.

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

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

WISCONSIN ENERGY CORP.

Ticker:	WEC	Security ID:	976657106
Meeting Date:	MAY 5, 2004	Meeting Type:	Annual
Record Date:	FEB 25, 2004

#	Proposal	Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert A. Cornog	For	For	Management
1.2	Elect Director Gale E. Klappa	For	For	Management
1.3	Elect Director Frederick P. Stratton, Jr.	For	For	Management
2	Declassify the Board of Directors	For	For	Management

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XTO ENERGY CORP

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

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

YELLOW ROADWAY CORP.

Ticker:	YELL	Security ID:	985509108
Meeting Date:	DEC 9, 2003	Meeting Type:	Special
Record Date:	OCT 16, 2003

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

ZIMMER HOLDINGS INC

Ticker:	ZMH	Security ID:	98956P102
Meeting Date:	JUL 22, 2003	Meeting Type:	Special
Record Date:	JUN 16, 2003

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

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SIGNATURES

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

(Registrant)		Morgan Stanley Mid-Cap Value Fund
By (Signature and Title)*			/s/ Ronald E. Robison
			Principal Executive Officer
Date	August 27, 2004

* Print the name and title of each signing officer under his or her signature.

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