FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-02841

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Capital Trust

Fund Name: Fidelity Small Cap Independence Fund

82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

ERIC D. ROITER, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-563-7000

DATE OF FISCAL YEAR END: OCTOBER 31

DATE OF REPORTING PERIOD: 06/30/2004

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, THERE UNTO DULY AUTHORIZED.

Fidelity Capital Trust

BY:  /s/ CHRISTINE REYNOLDS
-----------------------------------------------------
CHRISTINE REYNOLDS, TREASURER, FIDELITY MANAGEMENT & RESEARCH COMPANY
DATE: 08/26/2004 10:59:28 AM

EXHIBIT A

VOTE SUMMARY REPORT
Fidelity Small Cap Independence Fund
07/01/2003 - 06/30/2004

Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.

ISSUER NAME: AEROPOSTALE, INC. MEETING DATE: 06/16/2004
TICKER: ARO     SECURITY ID: 007865108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION TO PROVIDE FOR A CLASSIFIED BOARD OF DIRECTORS.	Management	For	Against
2.1	ELECT JULIAN R. GEIGER AS A DIRECTOR	Management	For	For
2.2	ELECT JOHN S. MILLS AS A DIRECTOR	Management	For	For
2.3	ELECT BODIL ARLANDER AS A DIRECTOR	Management	For	For
2.4	ELECT RONALD L. BEEGLE AS A DIRECTOR	Management	For	For
2.5	ELECT MARY ELIZABETH BURTON AS A DIRECTOR	Management	For	For
2.6	ELECT ROBERT B. CHAVEZ AS A DIRECTOR	Management	For	For
2.7	ELECT DAVID EDWAB AS A DIRECTOR	Management	For	For
2.8	ELECT JOHN D. HOWARD AS A DIRECTOR	Management	For	For
2.9	ELECT DAVID B. VERMYLEN AS A DIRECTOR	Management	For	For
3	APPROVAL OF THE EXECUTIVE INCENTIVE BONUS PLAN.	Management	For	For

ISSUER NAME: AFC ENTERPRISES, INC. MEETING DATE: 02/12/2004
TICKER: AFCE     SECURITY ID: 00104Q107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT VICTOR ARIAS, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT FRANK J. BELATTI AS A DIRECTOR	Management	For	For
1.3	ELECT CAROLYN HOGAN BYRD AS A DIRECTOR	Management	For	For
1.4	ELECT DICK R. HOLBROOK AS A DIRECTOR	Management	For	For
1.5	ELECT R. WILLIAM IDE, III AS A DIRECTOR	Management	For	For
1.6	ELECT KELVIN J. PENNINGTON AS A DIRECTOR	Management	For	For
1.7	ELECT JOHN M. ROTH AS A DIRECTOR	Management	For	For
1.8	ELECT RONALD P. SPOGLI AS A DIRECTOR	Management	For	For
1.9	ELECT PETER STARRETT AS A DIRECTOR	Management	For	For

ISSUER NAME: AFFILIATED COMPUTER SERVICES, INC. MEETING DATE: 10/30/2003
TICKER: ACS     SECURITY ID: 008190100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DARWIN DEASON AS A DIRECTOR	Management	For	For
1.2	ELECT JEFFREY A. RICH AS A DIRECTOR	Management	For	For
1.3	ELECT MARK A. KING AS A DIRECTOR	Management	For	For
1.4	ELECT JOSEPH P. O'NEILL AS A DIRECTOR	Management	For	For
1.5	ELECT FRANK A. ROSSI AS A DIRECTOR	Management	For	For
1.6	ELECT J. LIVINGSTON KOSBERG AS A DIRECTOR	Management	For	For
1.7	ELECT DENNIS MCCUISTION AS A DIRECTOR	Management	For	For
2	TO APPROVE THE PERFORMANCE-BASED INCENTIVE COMPENSATION FOR THE CORPORATION S EXECUTIVE OFFICERS.	Management	For	For
3	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION S INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.	Management	For	For

ISSUER NAME: AGCO CORPORATION MEETING DATE: 04/22/2004
TICKER: AG     SECURITY ID: 001084102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT W. WAYNE BOOKER AS A DIRECTOR	Management	For	For
1.2	ELECT GERALD B. JOHANNESON AS A DIRECTOR	Management	For	For
1.3	ELECT CURTIS E. MOLL AS A DIRECTOR	Management	For	For
1.4	ELECT ROBERT J. RATLIFF AS A DIRECTOR	Management	For	For
2	STOCKHOLDER PROPOSAL REGARDING ENVIRONMENTAL SUSTAINABILITY REPORTING	Shareholder	Against	Against

ISSUER NAME: ALLIANT TECHSYSTEMS INC. MEETING DATE: 08/05/2003
TICKER: ATK     SECURITY ID: 018804104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRANCES D. COOK AS A DIRECTOR	Management	For	For
1.2	ELECT GILBERT F. DECKER AS A DIRECTOR	Management	For	For
1.3	ELECT JONATHAN G. GUSS AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID E. JEREMIAH AS A DIRECTOR	Management	For	For
1.5	ELECT PAUL DAVID MILLER AS A DIRECTOR	Management	For	For
1.6	ELECT DANIEL J. MURPHY, JR. AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT W. RISCASSI AS A DIRECTOR	Management	For	For
1.8	ELECT MICHAEL T. SMITH AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM G. VAN DYKE AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
3	STOCKHOLDER PROPOSAL - WEAPONIZATION OF SPACE	Shareholder	Against	Against

ISSUER NAME: AMBASSADORS GROUP, INC. MEETING DATE: 05/14/2004
TICKER: EPAX     SECURITY ID: 023177108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DALE F. FREY AS A DIRECTOR	Management	For	For
1.2	ELECT JEFFREY D. THOMAS AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD D.C. WHILDEN AS A DIRECTOR	Management	For	For
2	TO RATIFY THE BOARD OF DIRECTOR S SELECTION OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: ARCH CAPITAL GROUP LTD. MEETING DATE: 05/05/2004
TICKER: ACGL     SECURITY ID: G0450A105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT CLEMENTS* AS A DIRECTOR	Management	For	For
1.2	ELECT WOLFE (BILL) H. BRAGIN* AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN L. BUNCE, JR.* AS A DIRECTOR	Management	For	For
1.4	ELECT SEAN D. CARNEY* AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES J. ANSALDI** AS A DIRECTOR	Management	For	For
1.6	ELECT GRAHAM B. COLLIS** AS A DIRECTOR	Management	For	For
1.7	ELECT DWIGHT R. EVANS** AS A DIRECTOR	Management	For	For
1.8	ELECT MARC GRANDISSON** AS A DIRECTOR	Management	For	For
1.9	ELECT PAUL B. INGREY** AS A DIRECTOR	Management	For	For
1.10	ELECT RALPH E. JONES, III** AS A DIRECTOR	Management	For	For
1.11	ELECT THOMAS G. KAISER** AS A DIRECTOR	Management	For	For
1.12	ELECT MARTIN J. NILSEN** AS A DIRECTOR	Management	For	For
1.13	ELECT DEBRA M. O'CONNOR** AS A DIRECTOR	Management	For	For
1.14	ELECT STEVEN K. PARKER** AS A DIRECTOR	Management	For	For
1.15	ELECT ROBERT T. VAN GIESON** AS A DIRECTOR	Management	For	For
1.16	ELECT JOHN D. VOLLARO** AS A DIRECTOR	Management	For	For
1.17	ELECT GRAHAM WARD** AS A DIRECTOR	Management	For	For
1.18	ELECT ROBERT C. WORME** AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: ARROW ELECTRONICS, INC. MEETING DATE: 05/27/2004
TICKER: ARW     SECURITY ID: 042735100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DANIEL W. DUVAL AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN N. HANSON AS A DIRECTOR	Management	For	For
1.3	ELECT ROGER KING AS A DIRECTOR	Management	For	For
1.4	ELECT KAREN GORDON MILLS AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM E. MITCHELL AS A DIRECTOR	Management	For	For
1.6	ELECT STEPHEN C. PATRICK AS A DIRECTOR	Management	For	For
1.7	ELECT BARRY W. PERRY AS A DIRECTOR	Management	For	For
1.8	ELECT RICHARD S. ROSENBLOOM AS A DIRECTOR	Management	For	For
1.9	ELECT JOHN C. WADDELL AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE ADOPTION OF THE ARROW ELECTRONICS, INC. 2004 OMNIBUS INCENTIVE PLAN.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ARROW S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For
4	IN ACCORDANCE WITH THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: ASBURY AUTOMOTIVE GROUP, INC. MEETING DATE: 06/03/2004
TICKER: ABG     SECURITY ID: 043436104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PHILIP F. MARITZ AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN M. ROTH AS A DIRECTOR	Management	For	For
1.3	ELECT IAN K. SNOW AS A DIRECTOR	Management	For	For
1.4	ELECT JEFFREY I. WOOLEY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004.	Management	For	For
3	APPROVAL OF AMENDMENTS TO THE 2002 STOCK OPTION PLAN.	Management	For	Against
4	APPROVAL OF KEY EXECUTIVE INCENTIVE COMPENSATION PLAN.	Management	For	For

ISSUER NAME: ASPEN TECHNOLOGY, INC. MEETING DATE: 12/09/2003
TICKER: AZPN     SECURITY ID: 045327103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DOUGLAS R. BROWN AS A DIRECTOR	Management	For	For
1.2	ELECT STEPHEN L. BROWN AS A DIRECTOR	Management	For	For
1.3	ELECT STEPHEN M. JENNINGS AS A DIRECTOR	Management	For	For
2	TO AMEND THE 1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE FROM 3,000,000 SHARES TO 6,000,000 SHARES.	Management	For	For

ISSUER NAME: AVNET, INC. MEETING DATE: 11/06/2003
TICKER: AVT     SECURITY ID: 053807103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ELEANOR BAUM AS A DIRECTOR	Management	For	For
1.2	ELECT J. VERONICA BIGGINS AS A DIRECTOR	Management	For	For
1.3	ELECT LAWRENCE W. CLARKSON AS A DIRECTOR	Management	For	For
1.4	ELECT EHUD HOUMINER AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES A. LAWRENCE AS A DIRECTOR	Management	For	For
1.6	ELECT RAY M. ROBINSON AS A DIRECTOR	Management	For	For
1.7	ELECT FREDERIC SALERNO AS A DIRECTOR	Management	For	For
1.8	ELECT GARY L. TOOKER AS A DIRECTOR	Management	For	For
1.9	ELECT ROY VALLEE AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE 2003 STOCK COMPENSATION PLAN.	Management	For	For
3	APPROVAL TO AMEND THE AVNET EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
4	RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 3, 2004.	Management	For	For

ISSUER NAME: BANK MUTUAL CORPORATION MEETING DATE: 05/03/2004
TICKER: BKMU     SECURITY ID: 063750103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL T. CROWLEY, SR. AS A DIRECTOR	Management	For	For
1.2	ELECT RAYMOND W. DWYER, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT J. GUS SWOBODA AS A DIRECTOR	Management	For	For
2	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.	Management	For	For
3	APPROVAL OF THE BANK MUTUAL CORPORATION 2004 STOCK INCENTIVE PLAN.	Management	For	For

ISSUER NAME: BANK MUTUAL CORPORATION MEETING DATE: 09/19/2003
TICKER: BKMU     SECURITY ID: 063748107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF THE PLAN OF RESTRUCTURING WHEREBY BANK MUTUAL CORPORATION WILL BE SUCCEEDED BY A NEW 100% PUBLICLY OWNED WISCONSIN CHARTERED BANK HOLDING COMPANY WITH THE SAME NAME AND ITS SHARES WILL BE EXCHANGED FOR SHARES IN THE NEW COMPANY AT AN EXCHANGE RATIO PROVIDED IN THE PLAN.	Management	For	For

ISSUER NAME: BANKRATE, INC. MEETING DATE: 06/10/2004
TICKER: RATE     SECURITY ID: 06646V108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ELISABETH H. DEMARSE AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS R. EVANS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: BEARINGPOINT, INC. MEETING DATE: 11/04/2003
TICKER: BE     SECURITY ID: 074002106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RANDOLPH C. BLAZER AS A DIRECTOR	Management	For	For
1.2	ELECT RODERICK C. MCGEARY AS A DIRECTOR	Management	For	For
1.3	ELECT ALICE M. RIVLIN AS A DIRECTOR	Management	For	For

ISSUER NAME: BERKSHIRE HATHAWAY INC. MEETING DATE: 05/03/2004
TICKER: BRKA     SECURITY ID: 084670108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WARREN E. BUFFETT AS A DIRECTOR	Management	For	For
1.2	ELECT CHARLES T. MUNGER AS A DIRECTOR	Management	For	For
1.3	ELECT SUSAN T. BUFFETT AS A DIRECTOR	Management	For	For
1.4	ELECT HOWARD G. BUFFETT AS A DIRECTOR	Management	For	For
1.5	ELECT MALCOLM G. CHACE AS A DIRECTOR	Management	For	For
1.6	ELECT DAVID S. GOTTESMAN AS A DIRECTOR	Management	For	For
1.7	ELECT CHARLOTTE GUYMAN AS A DIRECTOR	Management	For	For
1.8	ELECT DONALD R. KEOUGH AS A DIRECTOR	Management	For	For
1.9	ELECT THOMAS S. MURPHY AS A DIRECTOR	Management	For	For
1.10	ELECT RONALD L. OLSON AS A DIRECTOR	Management	For	For
1.11	ELECT WALTER SCOTT, JR. AS A DIRECTOR	Management	For	For
2	SHAREHOLDER PROPOSAL: TO APPROVE THE STOCKHOLDER PROPOSAL WITH RESPECT TO POLITICAL CONTRIBUTIONS.	Shareholder	Against	Against

ISSUER NAME: BIG 5 SPORTING GOODS CORPORATION MEETING DATE: 06/02/2004
TICKER: BGFV     SECURITY ID: 08915P101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SANDRA N. BANE AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL D. MILLER AS A DIRECTOR	Management	For	For

ISSUER NAME: BJ'S WHOLESALE CLUB, INC. MEETING DATE: 05/20/2004
TICKER: BJ     SECURITY ID: 05548J106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT S. JAMES COPPERSMITH AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS J. SHIELDS AS A DIRECTOR	Management	For	For
1.3	ELECT HERBERT J. ZARKIN AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT OF THE 1997 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER AND TO MAKE OTHER CHANGES AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.	Management	For	For
3	RATIFICATION OF THE AUDIT COMMITTEE S SELECTION OF PRICEWATERHOUSECOOPERS, LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005.	Management	For	For

ISSUER NAME: BRADLEY PHARMACEUTICALS, INC. MEETING DATE: 08/13/2003
TICKER: BDY     SECURITY ID: 104576103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BRUCE SIMPSON AS A DIRECTOR	Management	For	For
1.2	ELECT ALAN WOLIN, PH.D. AS A DIRECTOR	Management	For	For
1.3	ELECT STEVEN KRIEGSMAN AS A DIRECTOR	Management	For	For

ISSUER NAME: BUCA, INC. MEETING DATE: 06/15/2004
TICKER: BUCA     SECURITY ID: 117769109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PETER J. MIHAJLOV AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL J. ZEPF AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.	Management	For	For

ISSUER NAME: CATHAY BANCORP, INC. MEETING DATE: 09/17/2003
TICKER: CATY     SECURITY ID: 149150104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ADOPTION AND APPROVAL OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2003 BY AND AMONG GENERAL BANK, GBC BANCORP, CATHAY BANCORP, INC. AND CATHAY BANK, INCLUDING, THE ISSUANCE OF THE SHARES PURSUANT TO THE MERGER AGREEMENT AND CHANGING OF CATHAY BANCORP S NAME TO CATHAY GENERAL BANCORP EFFECTIVE UPON CONSUMMATION OF THE MERGER.	Management	For	Against
2	APPROVAL OF AN AMENDMENT TO CATHAY BANCORP S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 25,000,000 TO 100,000,000.	Management	For	Against
3	APPROVAL OF AN AMENDMENT TO CATHAY BANCORP S 1998 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF CATHAY BANCORP COMMON STOCK RESERVED FOR ISSUANCE FROM 2,150,000 TO 3,500,000.	Management	For	Against

ISSUER NAME: CBRL GROUP, INC. MEETING DATE: 11/25/2003
TICKER: CBRL     SECURITY ID: 12489V106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES D. CARREKER AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT V. DALE AS A DIRECTOR	Management	For	For
1.3	ELECT DAN W. EVINS AS A DIRECTOR	Management	For	For
1.4	ELECT ROBERT C. HILTON AS A DIRECTOR	Management	For	For
1.5	ELECT CHARLES E. JONES, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT B.F. (JACK) LOWERY AS A DIRECTOR	Management	For	For
1.7	ELECT GORDON L. MILLER AS A DIRECTOR	Management	For	For
1.8	ELECT MARTHA M. MITCHELL AS A DIRECTOR	Management	For	For
1.9	ELECT ANDREA M. WEISS AS A DIRECTOR	Management	For	For
1.10	ELECT JIMMIE D. WHITE AS A DIRECTOR	Management	For	For
1.11	ELECT MICHAEL A. WOODHOUSE AS A DIRECTOR	Management	For	For
2	TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.	Management	For	For

ISSUER NAME: CENTENE CORPORATION MEETING DATE: 05/04/2004
TICKER: CNC     SECURITY ID: 15135B101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVE BARTLETT AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD P. WIEDERHOLD AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE CHARTER AMENDMENT TO INCREASE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK.	Management	For	For

ISSUER NAME: CENTER FINANCIAL CORPORATION MEETING DATE: 05/12/2004
TICKER: CLFC     SECURITY ID: 15146E102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHUNG HYUN LEE AS A DIRECTOR	Management	For	For
1.2	ELECT JIN CHUL JHUNG AS A DIRECTOR	Management	For	For
1.3	ELECT PETER Y.S. KIM AS A DIRECTOR	Management	For	For
1.4	ELECT SEON HONG KIM AS A DIRECTOR	Management	For	For
2	TO APPROVE A PROPOSAL TO RENEW THE PROVISION IN THE COMPANY S ARTICLES OF INCORPORATION REQUIRING THE APPROVAL OF TWO-THIRDS OF THE COMPANY S OUTSTANDING SHARES FOR CERTAIN BUSINESS COMBINATIONS, AS DESCRIBED IN THE COMPANY S PROXY STATEMENT DATED APRIL 16, 2004.	Management	For	Against

ISSUER NAME: CERTEGY INC. MEETING DATE: 05/13/2004
TICKER: CEY     SECURITY ID: 156880106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID K. HUNT AS A DIRECTOR	Management	For	For
1.2	ELECT PHILLIP B. LASSITER AS A DIRECTOR	Management	For	For
1.3	ELECT KATHY BRITTAIN WHITE AS A DIRECTOR	Management	For	For

ISSUER NAME: CHICAGO BRIDGE & IRON COMPANY N.V. MEETING DATE: 05/13/2004
TICKER: CBI     SECURITY ID: 167250109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	FIRST POSITION: BALLENGEE	Management	For	For
2	FIRST POSITION: BORDAGES	Management	Unknown	Abstain
3	SECOND POSITION: SIMPSON	Management	For	For
4	SECOND POSITION: LEVENTRY	Management	Unknown	Abstain
5	TO AUTHORIZE THE PREPARATION OF THE ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE ENGLISH LANGUAGE AND ADOPT DUTCH STATUTORY ANNUAL ACCOUNTS	Management	For	For
6	TO DISCHARGE MANAGEMENT BOARD AND SUPERVISORY BOARD FROM LIABILITY IN EXERCISE OF THEIR DUTIES	Management	For	For
7	TO RESOLVE THE FINAL DIVIDEND	Management	For	For
8	TO REPURCHASE UP TO 30% OF THE ISSUED SHARE CAPITAL	Management	For	For
9	TO CANCEL SHARES TO BE ACQUIRED BY THE COMPANY IN ITS OWN SHARE CAPITAL	Management	For	For
10	TO APPROVE THE EXTENSION OF THE AUTHORITY TO ISSUE AND/OR GRANT RIGHTS ON SHARES AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS	Management	For	For
11	TO INCREASE THE AMOUNT OF THE AUTHORIZED SHARE CAPITAL	Management	For	For
12	TO APPOINT DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS	Management	For	For

ISSUER NAME: COMMONWEALTH TELEPHONE ENTERPRISES, MEETING DATE: 09/03/2003
TICKER: CTCO     SECURITY ID: 203349105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WALTER SCOTT, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID C. MITCHELL AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID C. MCCOURT AS A DIRECTOR	Management	For	For
1.4	ELECT DANIEL E. KNOWLES AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.	Management	For	For
3	APPROVAL TO ADOPT THE CHARTER AMENDMENT TO (I) RECLASSIFY AND CONVERT EACH OUTSTANDING SHARE OF CTE CLASS B COMMON STOCK INTO 1.09 SHARES OF CTE COMMON STOCK AND (II) ELIMINATE FROM THE ARTICLES OF INCORPORATION THE CTE CLASS B COMMON STOCK AND ALL PROVISIONS RELATING THERETO AND CERTAIN INOPERATIVE PROVISIONS.	Management	For	For
4	TO ADJOURN THE ANNUAL MEETING, IF NEEDED, TO SOLICIT ADDITIONAL VOTES IN FAVOR OF THE CHARTER AMENDMENT PROPOSAL.	Management	For	Abstain

ISSUER NAME: CONCORD CAMERA CORP. MEETING DATE: 01/22/2004
TICKER: LENS     SECURITY ID: 206156101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT IRA B. LAMPERT AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD S. COOPER AS A DIRECTOR	Management	For	For
1.3	ELECT MORRIS H. GINDI AS A DIRECTOR	Management	For	For
1.4	ELECT J. DAVID HAKMAN AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM J. O'NEILL, JR. AS A DIRECTOR	Management	For	For
2	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JULY 3, 2004.	Management	For	For

ISSUER NAME: CONNETICS CORPORATION MEETING DATE: 05/07/2004
TICKER: CNCT     SECURITY ID: 208192104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ALEXANDER E. BARKAS PHD AS A DIRECTOR	Management	For	For
1.2	ELECT EUGENE A. BAUER, MD AS A DIRECTOR	Management	For	For
1.3	ELECT R. ANDREW ECKERT AS A DIRECTOR	Management	For	For
1.4	ELECT DENISE M. GILBERT, PHD AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN C. KANE AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS D. KILEY AS A DIRECTOR	Management	For	For
1.7	ELECT LEON E. PANETTA AS A DIRECTOR	Management	For	For
1.8	ELECT G. KIRK RAAB AS A DIRECTOR	Management	For	For
1.9	ELECT THOMAS G. WIGGANS AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For
3	IN THE DISCRETION OF THE PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.	Management	For	Abstain

ISSUER NAME: CORRECTIONS CORPORATION OF AMERICA MEETING DATE: 05/13/2004
TICKER: CXW     SECURITY ID: 22025Y407
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DONNA M. ALVARADO AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM F. ANDREWS AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN D. FERGUSON AS A DIRECTOR	Management	For	For
1.4	ELECT LUCIUS E. BURCH, III AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN D. CORRENTI AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN R. HORNE AS A DIRECTOR	Management	For	For
1.7	ELECT C. MICHAEL JACOBI AS A DIRECTOR	Management	For	For
1.8	ELECT THURGOOD MARSHALL, JR. AS A DIRECTOR	Management	For	For
1.9	ELECT CHARLES L. OVERBY AS A DIRECTOR	Management	For	For
1.10	ELECT JOHN R. PRANN, JR. AS A DIRECTOR	Management	For	For
1.11	ELECT JOSEPH V. RUSSELL AS A DIRECTOR	Management	For	For
1.12	ELECT HENRI L. WEDELL AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For
3	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: CORVEL CORPORATION MEETING DATE: 08/07/2003
TICKER: CRVL     SECURITY ID: 221006109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT V. GORDON CLEMONS AS A DIRECTOR	Management	For	For
1.2	ELECT STEVEN J. HAMERSLAG AS A DIRECTOR	Management	For	For
1.3	ELECT ALAN R. HOOPS AS A DIRECTOR	Management	For	For
1.4	ELECT R. JUDD JESSUP AS A DIRECTOR	Management	For	For
1.5	ELECT JEFFREY J. MICHAEL AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL 2004.	Management	For	For

ISSUER NAME: COVENTRY HEALTH CARE, INC. MEETING DATE: 06/03/2004
TICKER: CVH     SECURITY ID: 222862104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT L. DALE CRANDALL AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT W. MOREY AS A DIRECTOR	Management	For	For
1.3	ELECT ELIZABETH E. TALLETT AS A DIRECTOR	Management	For	For
1.4	ELECT ALLEN F. WISE AS A DIRECTOR	Management	For	For
2	2004 INCENTIVE PLAN.	Management	For	Against
3	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP, AS THE COMPANY S INDEPENDENT AUDITORS FOR 2004.	Management	For	For

ISSUER NAME: CSG SYSTEMS INTERNATIONAL, INC. MEETING DATE: 05/28/2004
TICKER: CSGS     SECURITY ID: 126349109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JANICE I. OBUCHOWSKI AS A DIRECTOR	Management	For	For
2	APPROVAL OF AN AMENDMENT TO THE CORPORATION S 1996 EMPLOYEE STOCK PURCHASE PLAN WHICH WILL INCREASE BY 500,000 THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE UNDER SUCH PLAN.	Management	For	For

ISSUER NAME: DST SYSTEMS, INC. MEETING DATE: 11/28/2003
TICKER: DST     SECURITY ID: 233326107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF THE SHARE EXCHANGE AGREEMENT DATED AUGUST 25, 2003, BY AND AMONG DST SYSTEMS, INC., DST OUTPUT MARKETING SERVICES, INC. AND JANUS CAPITAL GROUP INC. AND THE TRANSACTIONS CONTEMPLATED THEREBY.	Management	For	For

ISSUER NAME: DST SYSTEMS, INC. MEETING DATE: 05/11/2004
TICKER: DST     SECURITY ID: 233326107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT A. EDWARD ALLINSON AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL G. FITT AS A DIRECTOR	Management	For	For
2	AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED CAPITAL STOCK	Management	For	Against

ISSUER NAME: DYNAMICS RESEARCH CORPORATION MEETING DATE: 05/13/2004
TICKER: DRCO     SECURITY ID: 268057106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRANCIS J. AGUILAR AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN S. ANDEREGG, JR. AS A DIRECTOR	Management	For	For

ISSUER NAME: EMULEX CORPORATION MEETING DATE: 11/20/2003
TICKER: ELX     SECURITY ID: 292475209
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRED B. COX AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL P. DOWNEY AS A DIRECTOR	Management	For	For
1.3	ELECT BRUCE C. EDWARDS AS A DIRECTOR	Management	For	For
1.4	ELECT PAUL F. FOLINO AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT H. GOON AS A DIRECTOR	Management	For	For
1.6	ELECT DON M. LYLE AS A DIRECTOR	Management	For	For
2	RATIFICATION AND APPROVAL OF THE OPTION EXCHANGE PROPOSAL. PROPOSAL TO RATIFY AND APPROVE THE AUTHORIZATION OF AN EXCHANGE OF CERTAIN OUTSTANDING EMPLOYEE STOCK OPTIONS FOR A SMALLER NUMBER OF STOCK OPTIONS WITH A NEW EXERCISE PRICE.	Management	For	For
3	RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: ENCORE ACQUISITION COMPANY MEETING DATE: 04/29/2004
TICKER: EAC     SECURITY ID: 29255W100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT I. JON BRUMLEY AS A DIRECTOR	Management	For	For
1.2	ELECT JON S. BRUMLEY AS A DIRECTOR	Management	For	For
1.3	ELECT MARTIN BOWEN AS A DIRECTOR	Management	For	For
1.4	ELECT TED COLLINS, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT TED A. GARDNER AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN V. GENOVA AS A DIRECTOR	Management	For	For
1.7	ELECT HOWARD H. NEWMAN AS A DIRECTOR	Management	For	For
1.8	ELECT JAMES A. WINNE III AS A DIRECTOR	Management	For	For
2	AMENDMENT AND RESTATEMENT OF 2000 INCENTIVE STOCK PLAN - TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2000 INCENTIVE STOCK PLAN.	Management	For	Against

ISSUER NAME: EVERGREEN RESOURCES, INC. MEETING DATE: 11/20/2003
TICKER: EVG     SECURITY ID: 299900308
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	PROPOSAL TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50,000,000 TO 100,000,000 SHARES.	Management	For	For

ISSUER NAME: EVERGREEN RESOURCES, INC. MEETING DATE: 05/07/2004
TICKER: EVG     SECURITY ID: 299900308
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DENNIS R. CARLTON AS A DIRECTOR	Management	For	For
1.2	ELECT MARK S. SEXTON AS A DIRECTOR	Management	For	For
1.3	ELECT ARTHUR L. SMITH AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: EXPRESSJET HOLDINGS, INC. MEETING DATE: 05/05/2004
TICKER: XJT     SECURITY ID: 30218U108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KIM A. FADEL AS A DIRECTOR	Management	For	For
1.2	ELECT L.E. SIMMONS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT AUDITORS	Management	For	For
3	PLEASE MARK THIS BOX ONLY IF STOCK OWNED OF RECORD OR BENEFICIALLY BY YOU IS OWNED OR CONTROLLED BY PERSONS WHO ARE NOT U.S. CITIZENS (AS DEFINED IN THE PROXY STATEMENT)	Management	Unknown	Abstain

ISSUER NAME: FIDELITY CASH CENTRAL FUND MEETING DATE: 04/14/2004
TICKER: --     SECURITY ID: 31635A105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO AMEND THE TRUST INSTRUMENT TO ALLOW THE BOARD OF TRUSTEES, IF PERMITTED BY APPLICABLE LAW, TO AUTHORIZE FUND MERGERS WITHOUT SHAREHOLDER APPROVAL.	Management	For	For
2.1	ELECT J. MICHAEL COOK AS A DIRECTOR	Management	For	For
2.2	ELECT RALPH F. COX AS A DIRECTOR	Management	For	For
2.3	ELECT LAURA B. CRONIN AS A DIRECTOR	Management	For	For
2.4	ELECT ROBERT M. GATES AS A DIRECTOR	Management	For	For
2.5	ELECT GEORGE H. HEILMEIER AS A DIRECTOR	Management	For	For
2.6	ELECT ABIGAIL P. JOHNSON AS A DIRECTOR	Management	For	For
2.7	ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR	Management	For	For
2.8	ELECT DONALD J. KIRK AS A DIRECTOR	Management	For	For
2.9	ELECT MARIE L. KNOWLES AS A DIRECTOR	Management	For	For
2.10	ELECT NED C. LAUTENBACH AS A DIRECTOR	Management	For	For
2.11	ELECT MARVIN L. MANN AS A DIRECTOR	Management	For	For
2.12	ELECT WILLIAM O. MCCOY AS A DIRECTOR	Management	For	For
2.13	ELECT ROBERT L. REYNOLDS AS A DIRECTOR	Management	For	For
2.14	ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR	Management	For	For

ISSUER NAME: FIDELITY SECURITIES LENDING CASH CENTRAL FUND MEETING DATE: 04/14/2004
TICKER: --     SECURITY ID: 31635A303
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO AMEND THE DECLARATION OF TRUST TO ALLOW THE BOARD OF TRUSTEES, IF PERMITTED BY APPLICABLE LAW, TO AUTHORIZE FUND MERGERS WITHOUT SHAREHOLDER APPROVAL.	Management	For	For
2.1	ELECT J. MICHAEL COOK AS A DIRECTOR	Management	For	For
2.2	ELECT RALPH F. COX AS A DIRECTOR	Management	For	For
2.3	ELECT LAURA B. CRONIN AS A DIRECTOR	Management	For	For
2.4	ELECT ROBERT M. GATES AS A DIRECTOR	Management	For	For
2.5	ELECT GEORGE H. HEILMEIER AS A DIRECTOR	Management	For	For
2.6	ELECT ABIGAIL P. JOHNSON AS A DIRECTOR	Management	For	For
2.7	ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR	Management	For	For
2.8	ELECT DONALD J. KIRK AS A DIRECTOR	Management	For	For
2.9	ELECT MARIE L. KNOWLES AS A DIRECTOR	Management	For	For
2.10	ELECT NED C. LAUTENBACH AS A DIRECTOR	Management	For	For
2.11	ELECT MARVIN L. MANN AS A DIRECTOR	Management	For	For
2.12	ELECT WILLIAM O. MCCOY AS A DIRECTOR	Management	For	For
2.13	ELECT ROBERT L. REYNOLDS AS A DIRECTOR	Management	For	For
2.14	ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR	Management	For	For

ISSUER NAME: GBC BANCORP MEETING DATE: 09/17/2003
TICKER: GBCB     SECURITY ID: 361475106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	PROPOSAL TO APPROVE THE PRINCIPAL TERMS OF THE MERGER AGREEMENT AMONG GENERAL BANK, GBC BANCORP, CATHAY BANK AND CATHAY BANCORP, INC., AS STATED IN THE JOINT PROXY STATEMENT/PROSPECTUS DATED JULY 31, 2003	Management	For	For

ISSUER NAME: GEO GROUP, INC. MEETING DATE: 05/06/2004
TICKER: GGI     SECURITY ID: 36159R103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WAYNE H. CALABRESE AS A DIRECTOR	Management	For	Withhold
1.2	ELECT NORMAN A. CARLSON AS A DIRECTOR	Management	For	Withhold
1.3	ELECT BENJAMIN R. CIVILETTI AS A DIRECTOR	Management	For	Withhold
1.4	ELECT G. FRED DIBONA, JR. AS A DIRECTOR	Management	For	Withhold
1.5	ELECT ANNE N. FOREMAN AS A DIRECTOR	Management	For	Withhold
1.6	ELECT RICHARD H. GLANTON AS A DIRECTOR	Management	For	Withhold
1.7	ELECT GEORGE C. ZOLEY AS A DIRECTOR	Management	For	Withhold
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE GEO GROUP, INC.	Management	For	For

ISSUER NAME: GROUP 1 AUTOMOTIVE, INC. MEETING DATE: 05/19/2004
TICKER: GPI     SECURITY ID: 398905109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN L. ADAMS AS A DIRECTOR	Management	For	For
1.2	ELECT MAX P. WATSON, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT J. TERRY STRANGE AS A DIRECTOR	Management	For	For
2	AMENDMENT TO THE GROUP 1 AUTOMOTIVE, INC. 1996 STOCK INCENTIVE PLAN TO (A) INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE FROM 4,500,000 TO 5,500,000, (B) EXTEND THE DURATION OF THE PLAN TO MARCH 9, 2014 AND (C) PROHIBIT THE ISSUANCE OF OPTIONS TO PURCHASE COMMON STOCK AT A PRICE BELOW THE FAIR MARKET VALUE OF THE COMMON STOCK ON THE DATE OF GRANT.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: HANGER ORTHOPEDIC GROUP, INC. MEETING DATE: 05/04/2004
TICKER: HGR     SECURITY ID: 41043F208
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDMOND E. CHARRETTE, MD AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS P. COOPER, MD AS A DIRECTOR	Management	For	For
1.3	ELECT ERIC GREEN AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS F. KIRK AS A DIRECTOR	Management	For	For
1.5	ELECT C. RAYMOND LARKIN, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT CYNTHIA L. FELDMANN AS A DIRECTOR	Management	For	For
1.7	ELECT IVAN R. SABEL, CPO AS A DIRECTOR	Management	For	For
1.8	ELECT H.E. THRANHARDT, CPO AS A DIRECTOR	Management	For	For

ISSUER NAME: HANMI FINANCIAL CORPORATION MEETING DATE: 04/07/2004
TICKER: HAFC     SECURITY ID: 410495105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ISSUANCE OF COMMON STOCK. APPROVAL OF THE ISSUANCE OF HANMI COMMON STOCK (I) PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED DECEMBER 22, 2003, BY AND AMONG HANMI FINANCIAL CORPORATION, HANMI BANK AND PACIFIC UNION BANK AND (II) IN A CONCURRENT PRIVATE PLACEMENT OF 3,947,369 SHARES AT $19 PER SHARE PURSUANT TO SECURITIES PURCHASE AGREEMENTS.	Management	For	For

ISSUER NAME: HANMI FINANCIAL CORPORATION MEETING DATE: 05/19/2004
TICKER: HAFC     SECURITY ID: 410495105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT M. CHRISTIAN MITCHELL AS A DIRECTOR	Management	For	For
1.2	ELECT JAE WHAN YOO AS A DIRECTOR	Management	For	For
2	INCREASE NUMBER OF AUTHORIZED SHARES. TO AMEND THE HANMI CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK THAT MAY BE ISSUED FROM 50 MILLION SHARES TO 200 MILLION SHARES.	Management	For	For

ISSUER NAME: HARBOR FLORIDA BANCSHARES, INC. MEETING DATE: 01/23/2004
TICKER: HARB     SECURITY ID: 411901101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL J. BROWN, SR. AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD B. HELLSTROM AS A DIRECTOR	Management	For	For
1.3	ELECT LARRY LEE, JR. AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS HARBOR FLORIDA BANCSHARES INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2004.	Management	For	For

ISSUER NAME: HILB, ROGAL AND HAMILTON COMPANY MEETING DATE: 05/04/2004
TICKER: HRH     SECURITY ID: 431294107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J.S.M. FRENCH AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT B. LOCKHART AS A DIRECTOR	Management	For	For
1.3	ELECT ANTHONY F. MARKEL AS A DIRECTOR	Management	For	For
1.4	ELECT ROBERT S. UKROP AS A DIRECTOR	Management	For	For
2	APPROVAL OF AN AMENDMENT TO ARTICLES OF INCORPORATION	Management	For	For
3	APPROVAL OF OUTSIDE DIRECTORS DEFERRAL PLAN	Management	For	For
4	APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN	Management	For	Against
5	APPROVAL OF PROPOSAL FOR ADJOURNMENT, IF NECESSARY	Management	For	Abstain

ISSUER NAME: HOMESTORE, INC. MEETING DATE: 06/28/2004
TICKER: HOMS     SECURITY ID: 437852106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM E. KELVIE AS A DIRECTOR	Management	For	For
1.2	ELECT KENNETH K. KLEIN AS A DIRECTOR	Management	For	For

ISSUER NAME: HYDRIL COMPANY MEETING DATE: 05/18/2004
TICKER: HYDL     SECURITY ID: 448774109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KENNETH S. MCCORMICK AS A DIRECTOR	Management	For	For
1.2	ELECT CHRISTOPHER T. SEAVER AS A DIRECTOR	Management	For	For
1.3	ELECT LEW O. WARD AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: IMPAC MEDICAL SYSTEMS, INC. MEETING DATE: 02/17/2004
TICKER: IMPC     SECURITY ID: 45255A104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES P. HOEY AS A DIRECTOR	Management	For	For
1.2	ELECT CHRISTOPHER M. ROSE AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE IMPAC MEDICAL SYSTEMS, INC. 2002 STOCK PLAN TO ALLOW FOR GRANTS OF STOCK APPRECIATION RIGHTS AND STOCK UNITS.	Management	For	Against

ISSUER NAME: INKINE PHARMACEUTICAL COMPANY, INC. MEETING DATE: 06/07/2004
TICKER: INKP     SECURITY ID: 457214104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT L.S. JACOB, MD, PHD AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT F. APPLE AS A DIRECTOR	Management	For	For
1.3	ELECT J.R. LESHUFY AS A DIRECTOR	Management	For	For
1.4	ELECT STEVEN B. RATOFF AS A DIRECTOR	Management	For	For
1.5	ELECT NORMAN D. SCHELLENGER AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS P. STAGNARO AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT OF THE COMPANY S CERTIFICATE OF INCORPORATION TO REMOVE ANY AND ALL SHAREHOLDER PREEMPTIVE RIGHTS.	Management	For	For
3	APPROVAL OF THE ADOPTION OF THE INKINE PHARMACEUTICAL COMPANY, INC. 2004 EQUITY COMPENSATION PLAN.	Management	For	For
4	RATIFICATION OF SELECTION OF KPMG LLP, AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: INTER PARFUMS, INC. MEETING DATE: 08/08/2003
TICKER: IPAR     SECURITY ID: 458334109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JEAN MADAR AS A DIRECTOR	Management	For	For
1.2	ELECT PHILIPPE BENACIN AS A DIRECTOR	Management	For	For
1.3	ELECT RUSSELL GREENBERG AS A DIRECTOR	Management	For	For
1.4	ELECT FRANCOIS HEILBRONN AS A DIRECTOR	Management	For	For
1.5	ELECT JOSEPH A. CACCAMO AS A DIRECTOR	Management	For	For
1.6	ELECT JEAN LEVY AS A DIRECTOR	Management	For	For
1.7	ELECT R. BENSOUSSAN-TORRES AS A DIRECTOR	Management	For	For
1.8	ELECT DANIEL PIETTE AS A DIRECTOR	Management	For	For
1.9	ELECT JEAN CAILLIAU AS A DIRECTOR	Management	For	For
1.10	ELECT PHILIPPE SANTI AS A DIRECTOR	Management	For	For
1.11	ELECT SERGE ROSINOER AS A DIRECTOR	Management	For	For

ISSUER NAME: INTERSIL CORPORATION MEETING DATE: 05/12/2004
TICKER: ISIL     SECURITY ID: 46069S109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GREGORY L. WILLIAMS AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD M. BEYER AS A DIRECTOR	Management	For	For
1.3	ELECT DR. ROBERT W. CONN AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES V. DILLER AS A DIRECTOR	Management	For	For
1.5	ELECT GARY E. GIST AS A DIRECTOR	Management	For	For
1.6	ELECT JAN PEETERS AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT N. POKELWALDT AS A DIRECTOR	Management	For	For
1.8	ELECT JAMES A. URRY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT ACCOUNTANTS	Management	For	For
3	INCREASE OF THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 1999 EQUITY COMPENSATION PLAN FROM 17,500,000 TO 22,250,000	Management	For	For

ISSUER NAME: INTERSTATE BAKERIES CORPORATION MEETING DATE: 09/23/2003
TICKER: IBC     SECURITY ID: 46072H108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES A. SULLIVAN AS A DIRECTOR	Management	For	For
1.2	ELECT LEO BENATAR AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD L. METRICK AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MAY 29, 2004.	Management	For	For

ISSUER NAME: IPC HOLDINGS, LTD. MEETING DATE: 06/11/2004
TICKER: IPCR     SECURITY ID: G4933P101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOSEPH C.H. JOHNSON AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES P. BRYCE AS A DIRECTOR	Management	For	For
1.3	ELECT KENNETH L. HAMMOND AS A DIRECTOR	Management	For	For
1.4	ELECT DR. HON. C.E. JAMES AS A DIRECTOR	Management	For	For
1.5	ELECT FRANK MUTCH AS A DIRECTOR	Management	For	For
1.6	ELECT ANTHONY M. PILLING AS A DIRECTOR	Management	For	For
2	APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE COMPANY S INDEPENDENT AUDITORS TO SERVE UNTIL THE COMPANY S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE AUDIT COMMITTEE TO SET THE COMPENSATION FOR THE COMPANY S INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: J2 GLOBAL COMMUNICATIONS, INC. MEETING DATE: 04/28/2004
TICKER: JCOM     SECURITY ID: 46626E205
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DOUGLAS Y. BECH AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT J. CRESCI AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN F. RIELEY AS A DIRECTOR	Management	For	For
1.4	ELECT RICHARD S. RESSLER AS A DIRECTOR	Management	For	For
1.5	ELECT MICHAEL P. SCHULHOF AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR J2 GLOBAL COMMUNICATIONS, INC.	Management	For	For
3	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: JARDEN CORPORATION MEETING DATE: 05/11/2004
TICKER: JAH     SECURITY ID: 471109108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT IAN G.H. ASHKEN AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD L. MOLEN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS JARDEN CORPORATION S INDEPENDENT AUDITORS FOR 2004.	Management	For	For
3	IN THEIR DISCRETION, THE NAMED PROXIES MAY VOTE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: K-V PHARMACEUTICAL COMPANY MEETING DATE: 08/28/2003
TICKER: KVA     SECURITY ID: 482740206
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT VICTOR M. HERMELIN AS A DIRECTOR	Management	For	For
1.2	ELECT ALAN G. JOHNSON AS A DIRECTOR	Management	For	For

ISSUER NAME: KEYSTONE AUTOMOTIVE INDUSTRIES, INC. MEETING DATE: 08/19/2003
TICKER: KEYS     SECURITY ID: 49338N109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RONALD G. BROWN AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD G. FOSTER AS A DIRECTOR	Management	For	For
1.3	ELECT CHARLES J. HOGARTY AS A DIRECTOR	Management	For	For
1.4	ELECT TIMOTHY C. MCQUAY AS A DIRECTOR	Management	For	For
1.5	ELECT AL A. RONCO AS A DIRECTOR	Management	For	For
1.6	ELECT GEORGE E. SEEBART AS A DIRECTOR	Management	For	For
1.7	ELECT KEITH M. THOMPSON AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS	Management	For	For

ISSUER NAME: KIRKLAND'S, INC. MEETING DATE: 06/02/2004
TICKER: KIRK     SECURITY ID: 497498105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT REYNOLDS C. FAULKNER AS A DIRECTOR	Management	For	For
1.2	ELECT MURRAY SPAIN AS A DIRECTOR	Management	For	For

ISSUER NAME: KNBT BANCORP, INC MEETING DATE: 05/06/2004
TICKER: KNBT     SECURITY ID: 482921103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SCOTT V. FAINOR AS A DIRECTOR	Management	For	For
1.2	ELECT CHRISTIAN F. MARTIN, IV AS A DIRECTOR	Management	For	For
1.3	ELECT R. PAUL CHADWICK, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT KENNETH R. SMITH AS A DIRECTOR	Management	For	For
1.5	ELECT R. CHARLES STEHLY AS A DIRECTOR	Management	For	For
2	PROPOSAL TO ADOPT THE 2004 STOCK OPTION PLAN.	Management	For	Against
3	PROPOSAL TO ADOPT THE 2004 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT.	Management	For	Against
4	PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GRANT THORNTON LLP AS KNBT BANCORP S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: LITHIA MOTORS, INC. MEETING DATE: 04/29/2004
TICKER: LAD     SECURITY ID: 536797103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SIDNEY B. DEBOER AS A DIRECTOR	Management	For	For
1.2	ELECT R. BRADFORD GRAY AS A DIRECTOR	Management	For	For
1.3	ELECT GERALD F. TAYLOR AS A DIRECTOR	Management	For	For
1.4	ELECT M.L. DICK HEIMANN AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM J. YOUNG AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS BECKER AS A DIRECTOR	Management	For	For
1.7	ELECT PHILIP J. ROMERO AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT TO THE 2003 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN FROM 1.2 MILLION TO 2.2 MILLION.	Management	For	Against
3	TO APPROVE THE AMENDMENT TO THE LITHIA MOTORS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN FROM 1.5 MILLION TO 1.75 MILLION.	Management	For	For
4	TO APPROVE AMENDMENTS TO THE LITHIA MOTORS, INC. EXECUTIVE BONUS PLAN.	Management	For	For

ISSUER NAME: LKQ CORP. MEETING DATE: 05/10/2004
TICKER: LKQX     SECURITY ID: 501889208
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT A. CLINTON ALLEN AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT M. DEVLIN AS A DIRECTOR	Management	For	For
1.3	ELECT DONALD F. FLYNN AS A DIRECTOR	Management	For	For
1.4	ELECT JOSEPH M. HOLSTEN AS A DIRECTOR	Management	For	For
1.5	ELECT PAUL M. MEISTER AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN F. O'BRIEN AS A DIRECTOR	Management	For	For
1.7	ELECT WILLIAM M. WEBSTER, IV AS A DIRECTOR	Management	For	For
2	THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF LKQ CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: MANTECH INTERNATIONAL CORP. MEETING DATE: 06/23/2004
TICKER: MANT     SECURITY ID: 564563104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GEORGE J. PEDERSEN AS A DIRECTOR	Management	For	For
1.2	ELECT BARRY G. CAMPBELL AS A DIRECTOR	Management	For	For
1.3	ELECT EDWARD S. CIVERA AS A DIRECTOR	Management	For	For
1.4	ELECT WALTER R. FATZINGER, JR AS A DIRECTOR	Management	For	For
1.5	ELECT RICHARD J. KERR AS A DIRECTOR	Management	For	For
1.6	ELECT STEPHEN W. PORTER AS A DIRECTOR	Management	For	For
1.7	ELECT RAYMOND A. RANELLI AS A DIRECTOR	Management	For	For
1.8	ELECT RONALD R. SPOEHEL AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: MAXWELL SHOE COMPANY INC. MEETING DATE: 04/08/2004
TICKER: MAXS     SECURITY ID: 577766108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK J. COCOZZA AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES J. TINAGERO AS A DIRECTOR	Management	For	For
1.3	ELECT STEPHEN A. FINE AS A DIRECTOR	Management	For	For
1.4	ELECT MALCOLM L. SHERMAN AS A DIRECTOR	Management	For	For
1.5	ELECT ANTHONY J. TIBERII AS A DIRECTOR	Management	For	For

ISSUER NAME: MAXWELL SHOE COMPANY INC. MEETING DATE: 06/20/2004
TICKER: MAXS     SECURITY ID: 577766108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	REMOVE MARK J. COCOZZA, JAMES J. TINAGERO, STEPHEN A. FINE, MALCOLM L. SHERMAN AND ANTHONY J. TIBERII AND ANY PERSON ELECTED OR APPOINTED TO MAXWELL S BOARD OF DIRECTORS BY SUCH DIRECTORS TO FILL ANY VACANCY ON MAXWELL S BOARD OF DIRECTORS OR ANY NEWLY-CREATED DIRECTORSHIPS.	Management	For	None
2	ELECT ALLAN CORN, JEFFREY J. HAAS, MICHAEL S. KOENEKE, HAROLD LEPPO AND ROBERT D. MARTIN TO SERVE AS DIRECTORS OF MAXWELL (OR, IF ANY SUCH NOMINEE IS UNABLE OR UNWILLING TO SERVE AS A DIRECTOR OF MAXWELL, ANY OTHER PERSON DESIGNATED AS A NOMINEE BY THE REMAINING NOMINEE OR NOMINEES).	Management	For	None
3	REPEAL EACH PROVISION OF THE MAXWELL BYLAWS AND AMENDMENTS THERETO, IF ANY, ADOPTED AFTER MARCH 30, 2004 AND BEFORE THE EFFECTIVENESS OF THE PROPOSALS.	Management	For	None

ISSUER NAME: MAXWELL SHOE COMPANY INC. MEETING DATE: 06/20/2004
TICKER: MAXS     SECURITY ID: 577766108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	PROPOSAL MADE BY JONES TO REMOVE MARK J. COCOZZA, JAMES J. TINAGERO, STEPHEN A. FINE, MALCOLM L. SHERMAN AND ANTHONY J. TIBERII AND ANY PERSON ELECTED OR APPOINTED TO MAXWELL S BOARD OF DIRECTORS BY SUCH DIRECTORS TO FILL ANY VACANCY ON THE COMPANY S BOARD OF DIRECTORS OR ANY NEWLY-CREATED DIRECTORSHIPS.	Management	For	Against
2	PROPOSAL MADE BY JONES TO ELECT ALLAN CORN, JEFFREY J. HAAS, MICHAEL S. KOENEKE, HAROLD LEPPO AND ROBERT D. MARTIN TO SERVE AS DIRECTORS OF THE COMPANY (OR, IF ANY SUCH NOMINEE IS UNABLE OR UNWILLING TO SERVE AS A DIRECTOR OF MAXWELL, ANY OTHER PERSON DESIGNATED AS A NOMINEE BY THE REMAINING NOMINEE OR NOMINEES).	Management	For	Against
3	PROPOSAL MADE BY JONES TO REPEAL EACH PROVISION OF THE COMPANY S BYLAWS AND AMENDMENTS THERETO, IF ANY, ADOPTED AFTER MARCH 30, 2004.	Management	For	Against

ISSUER NAME: MIDAS, INC. MEETING DATE: 05/11/2004
TICKER: MDS     SECURITY ID: 595626102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ARCHIE R. DYKES AS A DIRECTOR	Management	For	For
1.2	ELECT ALAN D. FELDMAN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE FISCAL YEAR ENDING JANUARY 1, 2005.	Management	For	For

ISSUER NAME: MIPS TECHNOLOGIES, INC. MEETING DATE: 11/12/2003
TICKER: MIPS     SECURITY ID: 604567107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RATIFICATION OF APPOINTMENT BY MIPS TECHNOLOGIES BOARD OF DIRECTORS OF ERNST & YOUNG LLP TO SERVE AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2004.	Management	For	For
2	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF MIPS TECHNOLOGIES CERTIFICATE OF INCORPORATION TO CONSOLIDATE THE CLASS A COMMON STOCK AND CLASS B COMMON STOCK INTO A SINGLE CLASS OF COMMON STOCK AND, SIMULTANEOUSLY, TO CONVERT EACH OUTSTANDING SHARE OF CLASS A COMMON STOCK AND OF CLASS B COMMON STOCK INTO ONE SHARE OF COMMON STOCK.	Management	For	For

ISSUER NAME: MOLINA HEALTHCARE, INC. MEETING DATE: 05/12/2004
TICKER: MOH     SECURITY ID: 60855R100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN C. MOLINA, J.D. AS A DIRECTOR	Management	For	For
1.2	ELECT C.Z. FEDAK, CPA, M.B.A. AS A DIRECTOR	Management	For	For
1.3	ELECT SALLY K. RICHARDSON AS A DIRECTOR	Management	For	For

ISSUER NAME: MONTPELIER RE HOLDINGS LTD MEETING DATE: 05/20/2004
TICKER: MRH     SECURITY ID: G62185106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT G. THOMAS HUTTON* AS A DIRECTOR	Management	For	For
1.2	ELECT KAMIL M. SALAME* AS A DIRECTOR	Management	For	For
1.3	ELECT RAYMOND M. SALTER* AS A DIRECTOR	Management	For	For
1.4	ELECT JOHN F. SHETTLE, JR.* AS A DIRECTOR	Management	For	For
1.5	ELECT ANTHONY TAYLOR** AS A DIRECTOR	Management	For	For
1.6	ELECT T.G. STORY BUSHER** AS A DIRECTOR	Management	For	For
1.7	ELECT C. R. FLETCHER, III** AS A DIRECTOR	Management	For	For
2	TO APPROVE THE ADOPTION OF THE MONTPELIER LONG TERM INCENTIVE PLAN, WHICH WOULD GO INTO EFFECT ON JANUARY 1, 2005.	Management	For	For
3	TO APPOINT PRICEWATERHOUSECOOPERS OF HAMILTON, BERMUDA AS THE COMPANY S INDEPENDENT AUDITOR FOR 2004 AND TO AUTHORIZE THE COMPANY S BOARD, ACTING BY THE COMPANY S AUDIT COMMITTEE, TO SET THEIR REMUNERATION.	Management	For	For

ISSUER NAME: NARA BANCORP, INC. MEETING DATE: 05/13/2004
TICKER: NARA     SECURITY ID: 63080P105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DR. CHONG MOON LEE AS A DIRECTOR	Management	For	For
1.2	ELECT DR. THOMAS CHUNG AS A DIRECTOR	Management	For	For
1.3	ELECT BENJAMIN B. HONG AS A DIRECTOR	Management	For	For
1.4	ELECT STEVE Y. KIM AS A DIRECTOR	Management	For	For
1.5	ELECT JESUN PAIK AS A DIRECTOR	Management	For	For
1.6	ELECT KI SUH PARK AS A DIRECTOR	Management	For	For
1.7	ELECT HYON M. PARK AS A DIRECTOR	Management	For	For
1.8	ELECT YONG H. KIM AS A DIRECTOR	Management	For	For
2	THE APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 TO 40,000,000 SHARES.	Management	For	For
3	THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: NBTY, INC. MEETING DATE: 04/26/2004
TICKER: NTY     SECURITY ID: 628782104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ARTHUR RUDOLPH AS A DIRECTOR	Management	For	For
1.2	ELECT GLENN COHEN AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL L. ASHNER AS A DIRECTOR	Management	For	For
1.4	ELECT MICHAEL C. SLADE AS A DIRECTOR	Management	For	For
2	RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2004.	Management	For	For

ISSUER NAME: NETBANK, INC. MEETING DATE: 04/29/2004
TICKER: NTBK     SECURITY ID: 640933107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT T. STEPHEN JOHNSON AS A DIRECTOR	Management	For	For
1.2	ELECT STUART M. CABLE AS A DIRECTOR	Management	For	For
1.3	ELECT JOEL A. SMITH, III AS A DIRECTOR	Management	For	For
1.4	ELECT EULA L. ADAMS AS A DIRECTOR	Management	For	For
2	TO APPROVE THE PROPOSED AMENDMENT TO THE COMPANY S 1996 STOCK INCENTIVE PLAN	Management	For	Against
3	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL 2004	Management	For	For

ISSUER NAME: NII HOLDINGS, INC. MEETING DATE: 04/28/2004
TICKER: NIHD     SECURITY ID: 62913F201
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVEN P. DUSSEK AS A DIRECTOR	Management	For	For
1.2	ELECT STEVEN M. SHINDLER AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION.	Management	For	For
3	APPROVAL OF THE 2004 INCENTIVE COMPENSATION PLAN.	Management	For	For
4	APPROVAL OF PROPOSAL FOR ADJOURNMENT.	Management	For	Abstain

ISSUER NAME: NOVEN PHARMACEUTICALS, INC. MEETING DATE: 05/18/2004
TICKER: NOVN     SECURITY ID: 670009109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SIDNEY BRAGINSKY AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN G. CLARKSON, M.D. AS A DIRECTOR	Management	For	For
1.3	ELECT DONALD A. DENKHAUS AS A DIRECTOR	Management	For	For
1.4	ELECT ROBERT G. SAVAGE AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT C. STRAUSS AS A DIRECTOR	Management	For	For
1.6	ELECT WAYNE P. YETTER AS A DIRECTOR	Management	For	For
2	APPROVE AMENDMENTS TO NOVEN S 1999 LONG-TERM INCENTIVE PLAN.	Management	For	Against
3	RATIFY AND APPROVE ACCOUNTANTS.	Management	For	For

ISSUER NAME: OIL STATES INTERNATIONAL, INC. MEETING DATE: 05/18/2004
TICKER: OIS     SECURITY ID: 678026105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARTIN LAMBERT AS A DIRECTOR	Management	For	For
1.2	ELECT MARK G. PAPA AS A DIRECTOR	Management	For	For
1.3	ELECT STEPHEN A. WELLS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE AUDITORS OF THE COMPANY FOR THE CURRENT YEAR.	Management	For	For

ISSUER NAME: OMNICARE, INC. MEETING DATE: 05/18/2004
TICKER: OCR     SECURITY ID: 681904108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDWARD L. HUTTON AS A DIRECTOR	Management	For	For
1.2	ELECT JOEL F. GEMUNDER AS A DIRECTOR	Management	For	For
1.3	ELECT CHARLES H. ERHART, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID W. FROESEL, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT SANDRA E. LANEY AS A DIRECTOR	Management	For	For
1.6	ELECT ANDREA R. LINDELL, DNSC AS A DIRECTOR	Management	For	For
1.7	ELECT SHELDON MARGEN, M.D. AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN H. TIMONEY AS A DIRECTOR	Management	For	For
1.9	ELECT AMY WALLMAN AS A DIRECTOR	Management	For	For
2	TO APPROVE THE 2004 STOCK AND INCENTIVE PLAN.	Management	For	Against
3	TO RATIFY THE SELECTION OF INDEPENDENT ACCOUNTANTS.	Management	For	For

ISSUER NAME: ORBITZ, INC. MEETING DATE: 06/02/2004
TICKER: ORBZ     SECURITY ID: 68556Y100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DENISE K. FLETCHER AS A DIRECTOR	Management	For	For
2	APPROVAL OF KPMG LLP AS AUDITORS OF THE COMPANY FOR 2004.	Management	For	For

ISSUER NAME: OUTBACK STEAKHOUSE, INC. MEETING DATE: 04/21/2004
TICKER: OSI     SECURITY ID: 689899102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN A. BRABSON, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT LEE ROY SELMON AS A DIRECTOR	Management	For	For
2	APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY S AMENDED AND RESTATED STOCK OPTION PLAN (THE PLAN ).	Management	For	For
3	IN THEIR DISCRETION TO ACT ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.	Management	For	Abstain

ISSUER NAME: PACER INTERNATIONAL, INC. MEETING DATE: 04/27/2004
TICKER: PACR     SECURITY ID: 69373H106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT P. MICHAEL GIFTOS AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL S. GROSS AS A DIRECTOR	Management	For	For
1.3	ELECT BRUCE H. SPECTOR AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS L. FINKBINER AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS.	Management	For	For

ISSUER NAME: PACIFIC UNION BANK MEETING DATE: 04/07/2004
TICKER: PUBB     SECURITY ID: 695025106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF MERGER. APPROVAL OF THE PRINCIPAL TERMS OF THE AGREEMENT AND PLAN OF MERGER, DATED DECEMBER 22, 2003, BY AND AMONG HANMI FINANCIAL CORPORATION, HANMI BANK, AND PUB, AND THE MERGER OF PUB WITH AND INTO HANMI BANK.	Management	For	For

ISSUER NAME: PATINA OIL & GAS CORPORATION MEETING DATE: 05/20/2004
TICKER: POG     SECURITY ID: 703224105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES E. BAYLESS AS A DIRECTOR	Management	For	For
1.2	ELECT JEFFREY L. BERENSON AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT J. CLARK AS A DIRECTOR	Management	For	For
1.4	ELECT JAY W. DECKER AS A DIRECTOR	Management	For	For
1.5	ELECT THOMAS J. EDELMAN AS A DIRECTOR	Management	For	For
1.6	ELECT ELIZABETH K. LANIER AS A DIRECTOR	Management	For	For
1.7	ELECT ALEXANDER P. LYNCH AS A DIRECTOR	Management	For	For
1.8	ELECT PAUL M. RADY AS A DIRECTOR	Management	For	For
1.9	ELECT JON R. WHITNEY AS A DIRECTOR	Management	For	For
2	TO CONSIDER AND ADOPT AN AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE COMMON STOCK ), FROM 100 MILLION TO 250 MILLION SHARES.	Management	For	For
3	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.	Management	For	For
4	TO TRANSACT ANY OTHER BUSINESS WHICH PROPERLY MAY BE BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) THEREOF.	Management	For	Abstain

ISSUER NAME: PER-SE TECHNOLOGIES, INC. MEETING DATE: 06/07/2004
TICKER: PSTIE     SECURITY ID: 713569309
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEPHEN A. GEORGE, M.D. AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID R. HOLBROOKE, MD AS A DIRECTOR	Management	For	For
1.3	ELECT CRAIG MACNAB AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID E. MCDOWELL AS A DIRECTOR	Management	For	For
1.5	ELECT PHILIP M. PEAD AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN C. POPE AS A DIRECTOR	Management	For	For
1.7	ELECT C. CHRISTOPHER TROWER AS A DIRECTOR	Management	For	For
1.8	ELECT JEFFREY W. UBBEN AS A DIRECTOR	Management	For	For

ISSUER NAME: PERVASIVE SOFTWARE INC. MEETING DATE: 12/03/2003
TICKER: PVSW     SECURITY ID: 715710109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE THE ISSUANCE OF UP TO 5,000,000 SHARES OF PERVASIVE COMMON STOCK IN CONNECTION WITH THE PROPOSED MERGER OF DATA JUNCTION CORPORATION, WITH AND INTO A NEWLY-FORMED, WHOLLY-OWNED SUBSIDIARY OF PERVASIVE, RAMAL ACQUISITION CORP., AS CONTEMPLATED BY THE MERGER AGREEMENT, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS.	Management	For	For
2.1	ELECT DAVID A. BOUCHER AS A DIRECTOR	Management	For	For
2.2	ELECT JEFFREY S. HAWN AS A DIRECTOR	Management	For	For
3	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS PERVASIVE S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2004.	Management	For	For
4	TO TRANSACT ANY OTHER BUSINESS THAT PROPERLY COMES BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR THE POSTPONEMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: PHILADELPHIA CONSOLIDATED HOLDING CO MEETING DATE: 04/29/2004
TICKER: PHLY     SECURITY ID: 717528103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL J. CASCIO AS A DIRECTOR	Management	For	For
1.2	ELECT ELIZABETH H. GEMMILL AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM J. HENRICH, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES J. MAGUIRE AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES J. MAGUIRE, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT MARGARET M. MATTIX AS A DIRECTOR	Management	For	For
1.7	ELECT MAUREEN H. MCCULLOUGH AS A DIRECTOR	Management	For	For
1.8	ELECT MICHAEL J. MORRIS AS A DIRECTOR	Management	For	For
1.9	ELECT DONALD A. PIZER AS A DIRECTOR	Management	For	For
1.10	ELECT DIRK A. STUUROP AS A DIRECTOR	Management	For	For
1.11	ELECT SEAN S. SWEENEY AS A DIRECTOR	Management	For	For
1.12	ELECT J. EUSTACE WOLFINGTON AS A DIRECTOR	Management	For	For
2	EMPLOYEE STOCK OPTION PLAN: APPROVAL OF AN AMENDMENT TO THE COMPANY S EMPLOYEE STOCK OPTION PLAN.	Management	For	For
3	APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS: APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: PINNACLE AIRLINES CORP. MEETING DATE: 05/14/2004
TICKER: PNCL     SECURITY ID: 723443107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES E. MCGEHEE, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT PHILIP H. TRENARY AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT A. PEISER AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND 2003 STOCK INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: POMEROY IT SOLUTIONS, INC. MEETING DATE: 06/10/2004
TICKER: PMRY     SECURITY ID: 731822102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID B. POMEROY, II AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES H. SMITH, III AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL E. ROHRKEMPER AS A DIRECTOR	Management	For	For
1.4	ELECT STEPHEN E. POMEROY AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM H. LOMICKA AS A DIRECTOR	Management	For	For
1.6	ELECT VINCENT D. RINALDI AS A DIRECTOR	Management	For	For
1.7	ELECT DEBRA E. TIBEY AS A DIRECTOR	Management	For	For
1.8	ELECT EDWARD E. FABER AS A DIRECTOR	Management	For	For
1.9	ELECT KENNETH R. WATERS AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT TO THE COMPANY S 1998 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
3	TO APPROVE THE AMENDMENTS TO THE COMPANY S 2002 OUTSIDE DIRECTORS STOCK OPTION PLAN.	Management	For	For
4	TO APPROVE THE COMPANY S 2002 AMENDED AND RESTATED STOCK INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: PRIMA ENERGY CORPORATION MEETING DATE: 05/20/2004
TICKER: PENG     SECURITY ID: 741901201
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES R. CUMMINGS AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE L. SEWARD AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND THE PRIMA ENERGY CORPORATION NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN FROM 225,000 TO 400,000.	Management	For	For
3	PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF PRIMA ENERGY CORPORATION FOR FISCAL 2004.	Management	For	For

ISSUER NAME: PROVIDENT FINANCIAL SERVICES, INC. MEETING DATE: 07/17/2003
TICKER: PFS     SECURITY ID: 74386T105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J. MARTIN COMEY AS A DIRECTOR	Management	For	For
1.2	ELECT GEOFFREY M. CONNOR AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS E. SHEENAN AS A DIRECTOR	Management	For	For
1.4	ELECT EDWARD O'DONNELL AS A DIRECTOR	Management	For	For
2	THE APPROVAL OF THE PROVIDENT FINANCIAL SERVICES, INC. 2003 STOCK OPTION PLAN.	Management	For	Against
3	THE APPROVAL OF THE PROVIDENT FINANCIAL SERVICES, INC. 2003 STOCK AWARD PLAN.	Management	For	Against
4	THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003.	Management	For	For

ISSUER NAME: PROVIDENT FINANCIAL SERVICES, INC. MEETING DATE: 06/23/2004
TICKER: PFS     SECURITY ID: 74386T105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	THE APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER 19, 2003, BY AND BETWEEN PROVIDENT FINANCIAL SERVICES, INC. AND FIRST SENTINEL BANCORP, INC., AND ALL MATTERS CONTEMPLATED IN THE AGREEMENT, PURSUANT TO WHICH FIRST SENTINEL BANCORP, INC. WILL MERGE WITH AND INTO THE COMPANY, WITH THE COMPANY BEING THE SURVIVING CORPORATION.	Management	For	For
2.1	ELECT JOHN G. COLLINS AS A DIRECTOR	Management	For	For
2.2	ELECT FRANK L. FEKETE AS A DIRECTOR	Management	For	For
2.3	ELECT DAVID LEFF AS A DIRECTOR	Management	For	For
2.4	ELECT PAUL M. PANTOZZI AS A DIRECTOR	Management	For	For
3	THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For
4	THE AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE COMPANY, IN ITS DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF, INCLUDING, WITHOUT LIMITATION, A MOTION TO ADJOURN THE ANNUAL MEETING.	Management	For	Abstain

ISSUER NAME: QUICKSILVER RESOURCES INC. MEETING DATE: 05/18/2004
TICKER: KWK     SECURITY ID: 74837R104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ANNE DARDEN SELF AS A DIRECTOR	Management	For	For
1.2	ELECT STEVEN M. MORRIS AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY.	Management	For	For
3	AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.	Management	For	Against
4	AMENDMENT TO THE 1999 STOCK OPTION AND RETENTION STOCK PLAN.	Management	For	Against
5	2004 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.	Management	For	For

ISSUER NAME: QUIXOTE CORPORATION MEETING DATE: 11/13/2003
TICKER: QUIX     SECURITY ID: 749056107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES H. DEVRIES AS A DIRECTOR	Management	For	For
1.2	ELECT LAWRENCE C. MCQUADE AS A DIRECTOR	Management	For	For
2	APPROVING THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE COMPANY.	Management	For	For

ISSUER NAME: RAINIER PACIFIC FINANCIAL GROUP, INC MEETING DATE: 04/26/2004
TICKER: RPFG     SECURITY ID: 75087U101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES E. CUZZETTO AS A DIRECTOR	Management	For	For
1.2	ELECT STEPHEN M. BADER AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN A. HALL AS A DIRECTOR	Management	For	For
1.4	ELECT BRIAN E. KNUTSON AS A DIRECTOR	Management	For	For
1.5	ELECT ALAN M. SOMERS AS A DIRECTOR	Management	For	For
1.6	ELECT ALFRED H. TRELEVEN, III AS A DIRECTOR	Management	For	For
1.7	ELECT EDWARD J. BROOKS AS A DIRECTOR	Management	For	For
1.8	ELECT KARYN R. CLARKE AS A DIRECTOR	Management	For	For
1.9	ELECT ROBERT H. COMBS AS A DIRECTOR	Management	For	For
2	THE ADOPTION OF THE 2004 STOCK OPTION PLAN.	Management	For	For
3	THE ADOPTION OF THE 2004 MANAGEMENT RECOGNITION PLAN.	Management	For	For

ISSUER NAME: REGIS CORPORATION MEETING DATE: 10/30/2003
TICKER: RGS     SECURITY ID: 758932107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROLF F. BJELLAND AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL D. FINKELSTEIN AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS L. GREGORY AS A DIRECTOR	Management	For	For
1.4	ELECT VAN ZANDT HAWN AS A DIRECTOR	Management	For	For
1.5	ELECT SUSAN HOYT AS A DIRECTOR	Management	For	For
1.6	ELECT DAVID B. KUNIN AS A DIRECTOR	Management	For	For
1.7	ELECT MYRON KUNIN AS A DIRECTOR	Management	For	For

ISSUER NAME: RENAL CARE GROUP, INC. MEETING DATE: 06/09/2004
TICKER: RCI     SECURITY ID: 759930100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOSEPH C. HUTTS AS A DIRECTOR	Management	For	For
1.2	ELECT HARRY R. JACOBSON, M.D. AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS A. LOWERY, M.D. AS A DIRECTOR	Management	For	For
2	PROPOSAL TO: APPROVE THE RENAL CARE GROUP, INC. 2004 STOCK AND INCENTIVE COMPENSATION PLAN.	Management	For	For
3	PROPOSAL TO: APPROVE AN AMENDMENT TO THE RENAL CARE GROUP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS TO ALLOW THE GRANT OF OPTIONS TO DIRECTORS WHO ARE MEDICAL DIRECTORS AND THE CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF DIRECTORS, IF SUCH DIRECTOR IS NOT ALSO AN EMPLOYEE OF THE COMPANY.	Management	For	For
4	PROPOSAL TO: APPROVE AN AMENDMENT TO THE RENAL CARE GROUP, INC. CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF ITS $0.01 PAR VALUE COMMON STOCK FROM 90,000,000 SHARES TO 150,000,000 SHARES.	Management	For	For

ISSUER NAME: RESPIRONICS, INC. MEETING DATE: 11/18/2003
TICKER: RESP     SECURITY ID: 761230101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOSEPH C. LAWYER AS A DIRECTOR	Management	For	For
1.2	ELECT SEAN MCDONALD AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN C. MILES II AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 2004.	Management	For	For
3	TO APPROVE THE ADOPTION OF AN AMENDMENT TO THE RESPIRONICS, INC. 2000 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT BY 1,876,000 SHARES TO A TOTAL OF 3,276,000 SHARES.	Management	For	Against

ISSUER NAME: RITE AID CORPORATION MEETING DATE: 06/24/2004
TICKER: RAD     SECURITY ID: 767754104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARY F. SAMMONS AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE G. GOLLEHER AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE RITE AID CORPORATION 2004 OMNIBUS EQUITY PLAN.	Management	For	Against
3	APPROVAL OF STOCKHOLDER PROPOSAL CONCERNING AN EMPLOYMENT DIVERSITY REPORT.	Shareholder	Against	Against

ISSUER NAME: ROBERT MONDAVI CORPORATION MEETING DATE: 12/12/2003
TICKER: MOND     SECURITY ID: 609200100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PHILIP GREER AS A DIRECTOR	Management	For	For
1.2	ELECT ANTHONY GREENER AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN M. THOMPSON AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR.	Management	For	For
3	TO APPROVE AN AMENDMENT TO THE 1993 EQUITY INCENTIVE PLAN TO RESERVE AN ADDITIONAL 900,000 SHARES OF CLASS A COMMON STOCK FOR ISSUANCE UNDER THAT PLAN.	Management	For	Against

ISSUER NAME: RUBY TUESDAY, INC. MEETING DATE: 10/07/2003
TICKER: RI     SECURITY ID: 781182100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DR. DONALD RATAJCZAK AS A DIRECTOR	Management	For	For
1.2	ELECT SAMUEL E. BEALL, III AS A DIRECTOR	Management	For	For
1.3	ELECT CLAIRE L. ARNOLD AS A DIRECTOR	Management	For	For
2	TO APPROVE THE COMPANY S 2003 STOCK INCENTIVE PLAN.	Management	For	Against
3	TO CONSIDER A SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS REVIEW THE COMPANY S POLICIES AND ISSUE A REPORT ON THE RISKS, FINANCIAL COSTS AND BENEFITS, AND ENVIRONMENTAL IMPACTS OF CONTINUED USE OF GENETICALLY ENGINEERED INGREDIENTS IN THE COMPANY S FOOD PRODUCTS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL	Shareholder	Against	Against

ISSUER NAME: SI INTERNATIONAL, INC. MEETING DATE: 06/16/2004
TICKER: SINT     SECURITY ID: 78427V102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RAY J. OLESON AS A DIRECTOR	Management	For	For
1.2	ELECT GENERAL R. THOMAS MARSH AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN P. STENBIT AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SI INTERNATIONAL S INDEPENDENT ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.	Management	For	For

ISSUER NAME: SIERRA PACIFIC RESOURCES MEETING DATE: 08/11/2003
TICKER: SRP     SECURITY ID: 826428104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE THE POTENTIAL ISSUANCE OF UP TO 42,736,920 ADDITIONAL SHARES OF SIERRA PACIFIC RESOURCES COMMON STOCK FOR PAYMENT OF THE CASH PORTION OF THE CONVERSION PRICE PAYABLE UPON CONVERSION OF SIERRA PACIFIC RESOURCES CURRENTLY OUTSTANDING $300 MILLION PRINCIPAL AMOUNT OF 7.25% CONVERTIBLE NOTES DUE 2010.	Management	For	For

ISSUER NAME: SKECHERS U.S.A., INC. MEETING DATE: 05/28/2004
TICKER: SKX     SECURITY ID: 830566105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL GREENBERG AS A DIRECTOR	Management	For	For
1.2	ELECT JEFFREY GREENBERG AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID WEINBERG AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: SKYWEST, INC. MEETING DATE: 05/04/2004
TICKER: SKYW     SECURITY ID: 830879102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JERRY C. ATKIN AS A DIRECTOR	Management	For	For
1.2	ELECT J. RALPH ATKIN AS A DIRECTOR	Management	For	For
1.3	ELECT STEVEN F. UDVAR-HAZY AS A DIRECTOR	Management	For	For
1.4	ELECT IAN M. CUMMING AS A DIRECTOR	Management	For	For
1.5	ELECT W. STEVE ALBRECHT AS A DIRECTOR	Management	For	For
1.6	ELECT MERVYN K. COX AS A DIRECTOR	Management	For	For
1.7	ELECT SIDNEY J. ATKIN AS A DIRECTOR	Management	For	For
1.8	ELECT HYRUM W. SMITH AS A DIRECTOR	Management	For	For
1.9	ELECT ROBERT G. SARVER AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: SOHU.COM INC. MEETING DATE: 05/14/2004
TICKER: SOHU     SECURITY ID: 83408W103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDWARD B. ROBERTS AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS GURNEE AS A DIRECTOR	Management	For	For
1.3	ELECT MARY MA AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDMENT TO THE 2000 STOCK INCENTIVE PLAN.	Management	For	Against
3	APPOINTMENT OF PRICEWATERHOUSECOOPERS AS INDEPENDENT PUBLIC ACCOUNTANTS.	Management	For	For

ISSUER NAME: SONIC AUTOMOTIVE, INC. MEETING DATE: 04/22/2004
TICKER: SAH     SECURITY ID: 83545G102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT B. SCOTT SMITH AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM P. BENTON AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM I. BELK AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE SONIC AUTOMOTIVE, INC. 2004 STOCK INCENTIVE PLAN	Management	For	Against
3	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS	Management	For	For

ISSUER NAME: STANCORP FINANCIAL GROUP, INC. MEETING DATE: 05/03/2004
TICKER: SFG     SECURITY ID: 852891100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JEROME J. MEYER AS A DIRECTOR	Management	For	For
1.2	ELECT RALPH R. PETERSON AS A DIRECTOR	Management	For	For
1.3	ELECT E. KAY STEPP AS A DIRECTOR	Management	For	For
1.4	ELECT MICHAEL G. THORNE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
3	PROPOSAL TO APPROVE THE AMENDED 2002 STOCK INCENTIVE PLAN	Management	For	Against
4	SHAREHOLDER PROPOSAL CONCERNING THE NOMINATION OF DIRECTORS	Shareholder	Against	Against

ISSUER NAME: STUDENT LOAN CORPORATION MEETING DATE: 05/13/2004
TICKER: STU     SECURITY ID: 863902102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BILL BECKMANN AS A DIRECTOR	Management	For	For
1.2	ELECT DR. GLENDA B. GLOVER AS A DIRECTOR	Management	For	For
1.3	ELECT YIANNIS ZOGRAPHAKIS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: THE BISYS GROUP, INC. MEETING DATE: 11/13/2003
TICKER: BSG     SECURITY ID: 055472104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LYNN J. MANGUM AS A DIRECTOR	Management	For	For
1.2	ELECT DENIS A. BOVIN AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT J. CASALE AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS A. COOPER AS A DIRECTOR	Management	For	For
1.5	ELECT PAULA G. MCINERNEY AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS E. MCINERNEY AS A DIRECTOR	Management	For	For
1.7	ELECT JOSEPH J. MELONE AS A DIRECTOR	Management	For	For
1.8	ELECT DENNIS R. SHEEHAN AS A DIRECTOR	Management	For	For
2	THE PROPOSAL TO APPROVE THE COMPANY S 2004 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
3	THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2004.	Management	For	For

ISSUER NAME: THE FINISH LINE, INC. MEETING DATE: 07/17/2003
TICKER: FINL     SECURITY ID: 317923100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ALAN H. COHEN AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID I. KLAPPER AS A DIRECTOR	Management	For	For
1.3	ELECT LARRY J. SABLOSKY AS A DIRECTOR	Management	For	For
1.4	ELECT JEFFREY H. SMULYAN AS A DIRECTOR	Management	For	For
1.5	ELECT STEPHEN GOLDSMITH AS A DIRECTOR	Management	For	For
1.6	ELECT BILL KIRKENDALL AS A DIRECTOR	Management	For	For
1.7	ELECT WILLIAM P. CARMICHAEL AS A DIRECTOR	Management	For	For

ISSUER NAME: THE J.M. SMUCKER COMPANY MEETING DATE: 08/14/2003
TICKER: SJM     SECURITY ID: 832696405
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRED A. DUNCAN AS A DIRECTOR	Management	For	For
1.2	ELECT CHARLES S. MECHEM, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT GARY A. OATEY AS A DIRECTOR	Management	For	For
1.4	ELECT TIMOTHY P. SMUCKER AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF AUDITORS.	Management	For	For

ISSUER NAME: THE PEP BOYS - MANNY, MOE & JACK MEETING DATE: 06/02/2004
TICKER: PBY     SECURITY ID: 713278109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BENJAMIN STRAUSS AS A DIRECTOR	Management	For	For
1.2	ELECT BERNARD J. KORMAN AS A DIRECTOR	Management	For	For
1.3	ELECT J. RICHARD LEAMAN, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT MALCOLMN D. PRYOR AS A DIRECTOR	Management	For	For
1.5	ELECT PETER A. BASSI AS A DIRECTOR	Management	For	For
1.6	ELECT JANE SCACCETTI AS A DIRECTOR	Management	For	For
1.7	ELECT JOHN T. SWEETWOOD AS A DIRECTOR	Management	For	For
1.8	ELECT WILLIAM LEONARD AS A DIRECTOR	Management	For	For
1.9	ELECT LAWRENCE N. STEVENSON AS A DIRECTOR	Management	For	For
1.10	ELECT M. SHAN ATKINS AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS.	Management	For	For
3	THE AMENDMENT OF OUR ANNUAL INCENTIVE BONUS PLAN.	Management	For	For
4	SHAREHOLDER PROPOSAL REGARDING OUR SHAREHOLDER RIGHTS PLAN.	Shareholder	Against	For

ISSUER NAME: THE READER'S DIGEST ASSOCIATION, INC MEETING DATE: 11/21/2003
TICKER: RDA     SECURITY ID: 755267101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JONATHAN B. BULKELEY* AS A DIRECTOR	Management	For	For
1.2	ELECT HERMAN CAIN* AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM E. MAYER* AS A DIRECTOR	Management	For	For

ISSUER NAME: THE REYNOLDS AND REYNOLDS COMPANY MEETING DATE: 02/12/2004
TICKER: REY     SECURITY ID: 761695105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EUSTACE W. MITA AS A DIRECTOR	Management	For	For
1.2	ELECT PHILIP A. ODEEN AS A DIRECTOR	Management	For	For
1.3	ELECT DONALD K. PETERSON AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE 2004 REYSHARE PLUS PLAN.	Management	For	Against
3	PROPOSAL TO APPROVE THE 2004 EXECUTIVE STOCK INCENTIVE PLAN.	Management	For	Against
4	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: THE WARNACO GROUP, INC. MEETING DATE: 05/19/2004
TICKER: WRNC     SECURITY ID: 934390402
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID A. BELL AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT A. BOWMAN AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD KARL GOELTZ AS A DIRECTOR	Management	For	For
1.4	ELECT JOSEPH R. GROMEK AS A DIRECTOR	Management	For	For
1.5	ELECT SHEILA A. HOPKINS AS A DIRECTOR	Management	For	For
1.6	ELECT CHARLES R. PERRIN AS A DIRECTOR	Management	For	For
1.7	ELECT CHERYL NIDO TURPIN AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S AUDITORS FOR THE CURRENT FISCAL YEAR.	Management	For	For

ISSUER NAME: TIDEWATER INC. MEETING DATE: 07/31/2003
TICKER: TDW     SECURITY ID: 886423102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ARTHUR R. CARLSON AS A DIRECTOR	Management	For	For
1.2	ELECT JON C. MADONNA AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM C. O'MALLEY AS A DIRECTOR	Management	For	For

ISSUER NAME: TIER TECHNOLOGIES, INC. MEETING DATE: 01/28/2004
TICKER: TIER     SECURITY ID: 88650Q100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES W. BERGER* AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES L. BILDNER* AS A DIRECTOR	Management	For	For
1.3	ELECT T. MICHAEL SCOTT* AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES R. WEAVER* AS A DIRECTOR	Management	For	For
1.5	ELECT SAMUEL CABOT III** AS A DIRECTOR	Management	For	For
1.6	ELECT MORGAN P. GUENTHER** AS A DIRECTOR	Management	For	For
1.7	ELECT RONALD L. ROSSETTI** AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS	Management	For	For

ISSUER NAME: U.S.I. HOLDINGS CORPORATION MEETING DATE: 05/21/2004
TICKER: USIH     SECURITY ID: 90333H101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ESLICK, DAVID L. AS A DIRECTOR	Management	For	For
1.2	ELECT FRIEDEN, RONALD E. AS A DIRECTOR	Management	For	For
1.3	ELECT HAVERLAND, RICHARD M. AS A DIRECTOR	Management	For	For
1.4	ELECT HAYES, THOMAS A. AS A DIRECTOR	Management	For	For
1.5	ELECT LYTLE, L. BEN AS A DIRECTOR	Management	For	For
1.6	ELECT SPASS, ROBERT A. AS A DIRECTOR	Management	For	For
1.7	ELECT WRIGHT, ROBERT F. AS A DIRECTOR	Management	For	For
2	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.	Management	For	Abstain

ISSUER NAME: UNITED AUTO GROUP, INC. MEETING DATE: 03/26/2004
TICKER: UAG     SECURITY ID: 909440109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE THE ISSUANCE AND SALE OF SHARES.	Management	For	For

ISSUER NAME: UNITED AUTO GROUP, INC. MEETING DATE: 05/21/2004
TICKER: UAG     SECURITY ID: 909440109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION AND BYLAWS TO ELIMINATE THE CLASSIFICATION OF OUR BOARD OF DIRECTORS.	Management	For	For
2.1	ELECT JOHN BARR AS A DIRECTOR	Management	For	For
2.2	ELECT MICHAEL EISENSON AS A DIRECTOR	Management	For	For
2.3	ELECT JAMES HISLOP AS A DIRECTOR	Management	For	For
2.4	ELECT HIROSHI ISHIKAWA AS A DIRECTOR	Management	For	For
2.5	ELECT WILLIAM LOVEJOY AS A DIRECTOR	Management	For	For
2.6	ELECT EUSTACE MITA AS A DIRECTOR	Management	For	For
2.7	ELECT LUCIO NOTO AS A DIRECTOR	Management	For	For
2.8	ELECT ROGER PENSKE AS A DIRECTOR	Management	For	For
2.9	ELECT RICHARD PETERS AS A DIRECTOR	Management	For	For
2.10	ELECT RONALD STEINHART AS A DIRECTOR	Management	For	For
2.11	ELECT BRIAN THOMPSON AS A DIRECTOR	Management	For	For
2.12	ELECT MICHAEL EISENSON* AS A DIRECTOR	Management	For	For
2.13	ELECT HIROSHI ISHIKAWA* AS A DIRECTOR	Management	For	For
2.14	ELECT WILLIAM LOVEJOY* AS A DIRECTOR	Management	For	For
2.15	ELECT BRIAN THOMPSON* AS A DIRECTOR	Management	For	For
3	TO APPROVE THE UNITED AUTO GROUP MANAGEMENT INCENTIVE PLAN.	Management	For	For

ISSUER NAME: UNIVERSAL HEALTH SERVICES, INC. MEETING DATE: 05/19/2004
TICKER: UHS     SECURITY ID: 913903100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT H. HOTZ AS A DIRECTOR	Management	For	For
2	APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES OF CLASS B COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 2001 EMPLOYEES RESTRICTED STOCK PURCHASE PLAN BY 600,000 SHARES.	Management	For	Against

ISSUER NAME: URS CORPORATION MEETING DATE: 03/23/2004
TICKER: URS     SECURITY ID: 903236107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT H. JESSE ARNELLE AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD C. BLUM AS A DIRECTOR	Management	For	For
1.3	ELECT ARMEN DER MARDEROSIAN AS A DIRECTOR	Management	For	For
1.4	ELECT MICKEY P. FORET AS A DIRECTOR	Management	For	For
1.5	ELECT MARTIN M. KOFFEL AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD B. MADDEN AS A DIRECTOR	Management	For	For
1.7	ELECT GEN. JOSEPH W. RALSTON AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN D. ROACH AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM D. WALSH AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT TO THE URS CORPORATION CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50,000,000 SHARES TO 100,000,000 SHARES.	Management	For	For
3	TO RE-APPROVE THE URS CORPORATION INCENTIVE COMPENSATION PLAN.	Management	For	For

ISSUER NAME: VANS, INC. MEETING DATE: 10/28/2003
TICKER: VANS     SECURITY ID: 921930103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WALTER E. SCHOENFELD AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES R. SULAT AS A DIRECTOR	Management	For	For
1.3	ELECT LISA M. DOUGLAS AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES G. ARMSTRONG AS A DIRECTOR	Management	For	For
1.5	ELECT LEONARD R. WILKENS AS A DIRECTOR	Management	For	For
1.6	ELECT GARY H. SCHOENFELD AS A DIRECTOR	Management	For	For
1.7	ELECT WILBUR J. FIX AS A DIRECTOR	Management	For	For
1.8	ELECT KATHLEEN M. GARDARIAN AS A DIRECTOR	Management	For	For
1.9	ELECT GERALD GRINSTEIN AS A DIRECTOR	Management	For	For
2	THE APPROVAL OF AMENDMENT NO. 3 TO THE VANS, INC. 2000 LONG-TERM INCENTIVE PLAN.	Management	For	Against
3	THE APPROVAL OF A NON-BINDING RESOLUTION TO RE-RATIFY AND RE-APPROVE THE VANS, INC. STOCKHOLDER RIGHTS PLAN.	Management	For	Against
4	THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 2004.	Management	For	For

ISSUER NAME: VARCO INTERNATIONAL, INC. MEETING DATE: 05/20/2004
TICKER: VRC     SECURITY ID: 922122106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GREG L. ARMSTRONG AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE S. DOTSON AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD A. KERTSON AS A DIRECTOR	Management	For	For
1.4	ELECT JOHN F. LAULETTA AS A DIRECTOR	Management	For	For
1.5	ELECT ERIC L. MATTSON AS A DIRECTOR	Management	For	For
1.6	ELECT L.E. SIMMONS AS A DIRECTOR	Management	For	For
1.7	ELECT JEFFERY A. SMISEK AS A DIRECTOR	Management	For	For
1.8	ELECT DOUGLAS E. SWANSON AS A DIRECTOR	Management	For	For
1.9	ELECT JAMES D. WOODS AS A DIRECTOR	Management	For	For
2	TO APPROVE AN AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED BY 900,000 SHARES.	Management	For	For
3	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS VARCO S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: VISTACARE, INC. MEETING DATE: 05/18/2004
TICKER: VSTA     SECURITY ID: 92839Y109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PERRY G. FINE, M.D. AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM J. MCBRIDE AS A DIRECTOR	Management	For	For
2	TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE VISTACARE, INC. 1998 STOCK OPTION PLAN, PRIMARILY FOR THE PURPOSES OF (I) INCREASING THE SHARES ISSUABLE UNDER THE PLAN FROM 3,200,000 TO 4,000,000, (II) PERMITTING GRANT OF RESTRICTED STOCK AWARDS AND (III) EXPRESSLY PROVIDING RE-PRICING OF OUTSTANDING STOCK OPTIONS MAY NOT BE ACCOMPLISHED WITHOUT STOCKHOLDER CONSENT.	Management	For	Against
3	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR VISTACARE, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: W HOLDING COMPANY, INC. MEETING DATE: 05/18/2004
TICKER: WHI     SECURITY ID: 929251106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CESAR A. RUIZ AS A DIRECTOR	Management	For	For
1.2	ELECT PEDRO R. DOMINGUEZ AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP, AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: WACKENHUT CORRECTIONS CORPORATION MEETING DATE: 11/18/2003
TICKER: WHC     SECURITY ID: 929798106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO AUTHORIZE THE PROPOSAL TO AMEND WCC S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF WCC FROM WACKENHUT CORRECTIONS CORPORATION TO THE GEO GROUP, INC.	Management	For	For
2	TO VOTE TO ADJOURN THE SPECIAL MEETING IF THERE ARE NOT SUFFICIENT VOTES FOR A QUORUM, IN ORDER TO PROVIDE ADDITIONAL TIME TO SOLICIT PROXIES.	Management	For	Against

ISSUER NAME: WEBSENSE, INC. MEETING DATE: 06/02/2004
TICKER: WBSN     SECURITY ID: 947684106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN B. CARRINGTON AS A DIRECTOR	Management	For	For
1.2	ELECT GARY E. SUTTON AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: WESTERN DIGITAL CORPORATION MEETING DATE: 11/20/2003
TICKER: WDC     SECURITY ID: 958102105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MATTHEW E. MASSENGILL AS A DIRECTOR	Management	For	For
1.2	ELECT I.M. BOOTH AS A DIRECTOR	Management	For	For
1.3	ELECT PETER D. BEHRENDT AS A DIRECTOR	Management	For	For
1.4	ELECT KATHLEEN A. COTE AS A DIRECTOR	Management	For	For
1.5	ELECT HENRY T. DENERO AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM L. KIMSEY AS A DIRECTOR	Management	For	For
1.7	ELECT MICHAEL D. LAMBERT AS A DIRECTOR	Management	For	For
1.8	ELECT ROGER H. MOORE AS A DIRECTOR	Management	For	For
1.9	ELECT THOMAS E. PARDUN AS A DIRECTOR	Management	For	For
2	TO APPROVE AN AMENDMENT TO THE COMPANY S 1993 EMPLOYEE STOCK PURCHASE PLAN, TO INCREASE BY 3,000,000 THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE TO EMPLOYEES OF THE COMPANY UNDER THE PLAN.	Management	For	For
3	TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING JULY 2, 2004.	Management	For	For

ISSUER NAME: WHITEHALL JEWELLERS, INC. MEETING DATE: 06/24/2004
TICKER: JWL     SECURITY ID: 965063100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SANFORD SHKOLNIK AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS WHITEHALL S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 31, 2005.	Management	For	For

ISSUER NAME: WORLD FUEL SERVICES CORPORATION MEETING DATE: 05/27/2004
TICKER: INT     SECURITY ID: 981475106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PAUL H. STEBBINS AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL J. KASBAR AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN R. BENBOW AS A DIRECTOR	Management	For	For
1.4	ELECT MYLES KLEIN AS A DIRECTOR	Management	For	For
1.5	ELECT JEROME SIDEL AS A DIRECTOR	Management	For	For
1.6	ELECT LUIS R. TINOCO AS A DIRECTOR	Management	For	For
1.7	ELECT KEN BAKSHI AS A DIRECTOR	Management	For	For
1.8	ELECT RICHARD A. KASSAR AS A DIRECTOR	Management	For	For
1.9	ELECT J. THOMAS PRESBY AS A DIRECTOR	Management	For	For
2	TO APPROVE THE 2003 EXECUTIVE INCENTIVE PLAN.	Management	For	For
3	TO APPROVE THREE AMENDMENTS TO THE COMPANY S 2001 OMNIBUS STOCK AWARDS PLAN THAT: (A) EXTEND FOR FIVE YEARS THE PERIOD DURING WHICH AWARDS CAN BE GRANTED UNDER THE PLAN; (B) INCREASE THE NUMBER OF SHARES OF COMMON STOCK BY 600,000 SHARES; AND (C) INCREASE OF SHARES OF COMMON STOCK THAT MAY BE ISSUED AS STOCK AWARDS IN ANY ONE YEAR FROM 200,000 SHARES TO 300,000 SHARES.	Management	For	For
4	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.	Management	For	For