UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                         FORM N-PX

      ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                     811-3105

Exact name of registrant as specified in charter:       Oppenheimer Capital
                                                        Appreciation Fund

Address of principal executive offices:                 6803 South Tucson Way
                                                        Centennial, CO 80112

Name and address of agent for service:                  Two World Financial Center
                                                        225 Liberty Street
                                                        New York, NY 10281-1008

Registrant's telephone number, including area code:     303-768-3200

Date of fiscal year end:                                8/31

Date of reporting period:                               07/01/2003-06/30/2004

Item 1.           Proxy Voting Record



==================== OPPENHEIMER CAPITAL APPRECIATION FUND =====================


3M CO

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

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


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ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 5, 2004    Meeting Type: Annual
Record Date:  DEC 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Appoint Dennis F. Hightower, William L.   For       For        Management
      Kimsey, Robert I. Lipp, and Wulf von
      Schimmelmann as Directors
2     Approve KPMG LLP as Independent Auditors  For       For        Management
      and Authorize Board to Fix Their
      Remuneration
3     Transact Other Business (Non-Voting)      None      None       Management


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ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: DEC 29, 2003   Meeting Type: Special
Record Date:  DEC 1, 2003

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


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ADOBE SYSTEMS INC.

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

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


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AETNA INC.

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

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


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AIR PRODUCTS & CHEMICALS, INC.

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

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


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ALCATEL (FORMERLY ALCATEL ALSTHOM)

Ticker:       ALA            Security ID:  FR0000130007
Meeting Date: MAY 25, 2004   Meeting Type: Annual/Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Treatment of Losses               For       For        Management
4     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
5     Reelect Jozef Cornu as Director           For       For        Management
6     Authorize Issuance of Bonds/Debentures in For       Against    Management
      the Aggregate Amount of EUR 10 Billion
7     Authorize Repurchase of Up to Ten Percent For       For        Management
      of Issued Share Capital
8     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
9     Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      EUR 750 Million
10    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of EUR 750 Million
11    Set Global Limit for Capital Increase to  For       For        Management
      Result from All Issuance Requests At EUR
      750 Million
12    Approve Capital Increase Reserved for     For       For        Management
      Employees Participating in
      Savings-Related Share Purchase Plan
13    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities


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ALCOA INC.

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

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


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ALTRIA GROUP, INC.

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

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


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AMERADA HESS CORP.

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

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


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AMERICAN EXPRESS CO.

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

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


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AMERICAN INTERNATIONAL GROUP, INC.

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

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


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AMGEN, INC.

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

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


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ANALOG DEVICES, INC.

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

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


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ANHEUSER-BUSCH COMPANIES, INC.

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

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


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APPLERA CORP

Ticker:       ABI            Security ID:  038020103
Meeting Date: OCT 16, 2003   Meeting Type: Annual
Record Date:  AUG 27, 2003

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


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APPLIED MATERIALS, INC.

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

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


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APRIA HEALTHCARE GROUP, INC.

Ticker:       AHG            Security ID:  037933108
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:  MAY 30, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vicente Anido, Jr.         For       For        Management
1.2   Elect Director I.T. Corley                For       For        Management
1.3   Elect Director David L. Goldsmith         For       For        Management
1.4   Elect Director Lawrence M. Higby          For       For        Management
1.5   Elect Director Richard H. Koppes          For       For        Management
1.6   Elect Director Philip R. Lochner, Jr.     For       For        Management
1.7   Elect Director Jeri L. Lose               For       For        Management
1.8   Elect Director Beverly Benedict Thomas    For       For        Management
1.9   Elect Director Ralph V. Whitworth         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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ATI TECHNOLOGIES INC.

Ticker:       ATY.           Security ID:  001941103
Meeting Date: JAN 27, 2004   Meeting Type: Annual/Special
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect John E. Caldwell, Ronald Chwang,    For       For        Management
      James D. Fleck, K.Y Ho, Alan D. Horn,
      Paul Russo, Robert A. Young as Directors
2     Approve KPMG LLP as Auditors and          For       For        Management
      Authorize Board to Fix Remuneration of
      Auditors
3     Amend Restricted Share Unit Plans to      For       Against    Management
      Allow Availability of the Common Shares
      Allocated under the Option Plan to The
      RSU Plans


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BANK OF AMERICA CORP.

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

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


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BANK OF AMERICA CORP.

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

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


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BANK ONE CORP.

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

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


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BARR PHARMACEUTICALS INC

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

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


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BEAR STEARNS COMPANIES INC., THE

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

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


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BIOGEN IDEC INC

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

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


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BJ SERVICES COMPANY

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

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


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BP PLC  (FORM. BP AMOCO PLC )

Ticker:       BP.            Security ID:  055622104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lord Browne               For       For        Management
1.2   Elect  Director Dr B E Grote              For       For        Management
1.3   Elect  Director Mr H M P Miles            For       For        Management
1.4   Elect  Director Sir Robin Nicholson       For       For        Management
1.5   Elect  Director Mr R L Olver              For       For        Management
1.6   Elect  Director Sir Ian Prosser           For       For        Management
2     TO ELECT MR A BURGMANS AS A DIRECTOR      For       For        Management
3     Ratify Auditors                           For       For        Management
4     TO AMEND THE ARTICLES OF ASSOCIATION OF   For       For        Management
      THE COMPANY
5     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
6     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      WITHOUT MAKING AN OFFER TO SHAREHOLDERS
7     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
8     TO AUTHORISE THE USE OF TREASURY SHARES   For       For        Management
      FOR EMPLOYEE SHARE SCHEMES
9     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
10    TO DETERMINE THE LIMIT FOR THE AGGREGATE  For       For        Management
      REMUNERATION OF THE NON-EXECUTIVE
      DIRECTORS
11    TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND THE ACCOUNTS
12    SPECIAL SHAREHOLDER RESOLUTION: TO        Against   Against    Shareholder
      INSTRUCT THE COMPANY TO PREPARE A REPORT
      MAKING CERTAIN DISCLOSURES ON MATTERS OF
      CONTROL AND RISK IN PROTECTED AND
      SENSITIVE AREAS


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BRINKER INTERNATIONAL, INC.

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

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


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

BRISTOL-MYERS SQUIBB CO.

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

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


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

BURLINGTON RESOURCES INC.

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

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


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

CADENCE DESIGN SYSTEMS, INC.

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

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


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

CANADIAN NATIONAL RAILWAY CO.

Ticker:       CNR.           Security ID:  136375102
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael R. Armellino      For       For        Management
1.2   Elect  Director A. Charles Baillie        For       For        Management
1.3   Elect  Director Hugh J. Bolton            For       For        Management
1.4   Elect  Director Purdy Crawford            For       For        Management
1.5   Elect  Director J.V. Raymond Cyr          For       For        Management
1.6   Elect  Director Gordon D. Giffin          For       For        Management
1.7   Elect  Director James K. Gray             For       For        Management
1.8   Elect  Director E. Hunter Harrison        For       For        Management
1.9   Elect  Director Edith E. Holiday          For       For        Management
1.10  Elect  Director V.M. Kempston Darkes      For       For        Management
1.11  Elect  Director Gilbert H. Lamphere       For       For        Management
1.12  Elect  Director Denis Losier              For       For        Management
1.13  Elect  Director Edward C. Lumley          For       For        Management
1.14  Elect  Director David G.A. Mclean         For       For        Management
1.15  Elect  Director Robert Pace               For       For        Management
2     Ratify Auditors                           For       For        Management


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

CARNIVAL CORP.

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

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


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

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 15, 2004   Meeting Type: Annual
Record Date:  APR 28, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Jackson           For       For        Management
1.2   Elect  Director Sol J. Barer, Ph.D.       For       For        Management
1.3   Elect  Director Robert J. Hugin           For       For        Management
1.4   Elect  Director Jack L. Bowman            For       For        Management
1.5   Elect  Director Frank T. Cary             For       For        Management
1.6   Elect  Director Michael D. Casey          For       For        Management
1.7   Elect  Director A. Hull Hayes, Jr, M.D.   For       For        Management
1.8   Elect  Director Gilla Kaplan, Ph.D.       For       For        Management
1.9   Elect  Director Richard C.E. Morgan       For       For        Management
1.10  Elect  Director Walter L. Robb, Ph.D.     For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

CHARLES SCHWAB CORP., THE

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

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


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

CISCO SYSTEMS, INC.

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

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


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

CITIGROUP INC.

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

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


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

CLEAR CHANNEL COMMUNICATIONS, INC.

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

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


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

COCA-COLA COMPANY, THE

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

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


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

COSTCO WHOLESALE CORPORATION

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

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


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

COX COMMUNICATIONS, INC.

Ticker:       COX            Security ID:  224044107
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Dennis Berry           For       Withhold   Management
1.2   Elect  Director Janet M. Clarke           For       Withhold   Management
1.3   Elect  Director James C. Kennedy          For       Withhold   Management
1.4   Elect  Director Robert C. O'Leary         For       Withhold   Management
1.5   Elect  Director James O. Robbins          For       Withhold   Management
1.6   Elect  Director Rodney W. Schrock         For       Withhold   Management
1.7   Elect  Director Andrew J. Young           For       Withhold   Management
2     Approve Employee Stock Purchase Plan      For       Against    Management


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

CYPRESS SEMICONDUCTOR CORP.

Ticker:       CY             Security ID:  232806109
Meeting Date: APR 19, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director T.J. Rodgers              For       For        Management
1.2   Elect  Director Fred B. Bialek            For       For        Management
1.3   Elect  Director Eric A. Benhamou          For       For        Management
1.4   Elect  Director John C. Lewis             For       For        Management
1.5   Elect  Director Alan F. Shugart           For       For        Management
1.6   Elect  Director James R. Long             For       For        Management
1.7   Elect  Director W. Steve Albrecht         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

DANAHER CORP.

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

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


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

DELL INC.

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

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


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

DOVER CORP.

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

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


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

DOW CHEMICAL COMPANY, THE

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

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


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

DUN & BRADSTREET CORP, THE

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Alden             For       For        Management
1.2   Elect  Director Allan Z. Loren            For       For        Management
1.3   Elect  Director Victor A. Pelson          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ECOLAB, INC.

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

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


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

ELECTRONIC ARTS, INC.

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

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


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John R. Egan              For       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       Withhold   Management
1.3   Elect  Director David N. Strohm           For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Employee Stock Purchase Plan        For       Against    Management
4     Ratify Auditors                           For       For        Management
5     Limit Executive Compensation              Against   Abstain    Shareholder


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

ENCANA CORP[FORMERLY PANCANADIAN ENERGY CORP

Ticker:       ECA.           Security ID:  CA2925051047
Meeting Date: APR 28, 2004   Meeting Type: Annual/Special
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael N. Chernoff       For       For        Management
1.2   Elect  Director Ralph S. Cunningham       For       For        Management
1.3   Elect  Director Patrick D. Daniel         For       For        Management
1.4   Elect  Director Ian W. Delaney            For       For        Management
1.5   Elect  Director William R. Fatt           For       For        Management
1.6   Elect  Director Michael A. Grandin        For       For        Management
1.7   Elect  Director Barry W. Harrison         For       For        Management
1.8   Elect  Director Richard F. Haskayne       For       For        Management
1.9   Elect  Director Dale A. Lucas             For       For        Management
1.10  Elect  Director Ken F. McCready           For       For        Management
1.11  Elect  Director Gwyn Morgan               For       For        Management
1.12  Elect  Director Valerie A.A. Nielsen      For       For        Management
1.13  Elect  Director David P. O'Brien          For       For        Management
1.14  Elect  Director Jane L. Peverett          For       For        Management
1.15  Elect  Director Dennis A. Sharp           For       For        Management
1.16  Elect  Director James M. Stanford         For       For        Management
2     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors
3     Adopt New By-Law No. 1                    For       For        Management
4     Amend Shareholder Rights Plan (Poison     For       For        Management
      Pill)


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

ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 5, 2003    Meeting Type: Annual
Record Date:  SEP 12, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irvine O. Hockaday, Jr.    For       Withhold   Management
1.2   Elect Director Fred H. Langhammer         For       Withhold   Management
1.3   Elect Director Rose Marie Bravo           For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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

ETHAN ALLEN INTERIORS INC.

Ticker:       ETH            Security ID:  297602104
Meeting Date: NOV 17, 2003   Meeting Type: Annual
Record Date:  SEP 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank G. Wisner            For       For        Management
2     Ratify Auditors                           For       For        Management


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Peter J. Rose             For       For        Management
1.2   Elect  Director James L.K. Wang           For       For        Management
1.3   Elect  Director R. Jordan Gates           For       For        Management
1.4   Elect  Director James J. Casey            For       For        Management
1.5   Elect  Director Dan P. Kourkoumelis       For       For        Management
1.6   Elect  Director Michael J. Malone         For       For        Management
1.7   Elect  Director John W. Meisenbach        For       For        Management


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

EXXON MOBIL CORP.

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

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


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

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Sara Levinson             For       Withhold   Management
1.2   Elect  Director Joseph Neubauer           For       Withhold   Management
1.3   Elect  Director Joseph A. Pichler         For       Withhold   Management
1.4   Elect  Director Karl M. von der Heyden    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 29, 2003   Meeting Type: Annual
Record Date:  AUG 4, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director August A. Busch IV         For       For        Management
1.2   Elect Director John A. Edwardson          For       For        Management
1.3   Elect Director George J. Mitchell         For       For        Management
1.4   Elect Director Joshua I. Smith            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: OCT 28, 2003   Meeting Type: Special
Record Date:  SEP 8, 2003

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


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

FOREST LABORATORIES, INC.

Ticker:       FRX            Security ID:  345838106
Meeting Date: AUG 11, 2003   Meeting Type: Annual
Record Date:  JUN 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard Solomon             For       Withhold   Management
1.2   Elect Director William J. Candee, III     For       Withhold   Management
1.3   Elect Director George S. Cohan            For       Withhold   Management
1.4   Elect Director Dan L. Goldwasser          For       Withhold   Management
1.5   Elect Director Lester B. Salans, M.D.     For       Withhold   Management
1.6   Elect Director Kenneth E. Goodman         For       Withhold   Management
1.7   Elect Director Phillip M. Satow           For       Withhold   Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Howard Behar              For       Withhold   Management
1.2   Elect  Director Adrian D.P. Bellamy       For       Withhold   Management
1.3   Elect  Director Donald G. Fisher          For       Withhold   Management
1.4   Elect  Director Doris F. Fisher           For       Withhold   Management
1.5   Elect  Director Robert J. Fisher          For       Withhold   Management
1.6   Elect  Director Glenda A. Hatchett        For       Withhold   Management
1.7   Elect  Director Penelope L. Hughes        For       Withhold   Management
1.8   Elect  Director Bob L. Martin             For       Withhold   Management
1.9   Elect  Director Jorge P. Montoya          For       Withhold   Management
1.10  Elect  Director Paul S. Pressler          For       Withhold   Management
1.11  Elect  Director James M. Schneider        For       Withhold   Management
1.12  Elect  Director Mayo A. Shattuck III      For       Withhold   Management
1.13  Elect  Director Margaret C. Whitman       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Limit Executive Compensation              Against   Abstain    Shareholder


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

GEN-PROBE, INC.

Ticker:       GPRO           Security ID:  36866T103
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Mae C. Jemison, M.D.      For       For        Management
1.2   Elect  Director Brian A. McNamee,         For       For        Management
      M.B.B.S.
1.3   Elect  Director Armin M. Kessler          For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

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

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


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 24, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen R. Demeritt        For       For        Management
1.2   Elect Director Livio D. DeSimone          For       For        Management
1.3   Elect Director William T. Esrey           For       For        Management
1.4   Elect Director Raymond V. Gilmartin       For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Robert L. Johnson          For       For        Management
1.7   Elect Director John M. Keenan             For       For        Management
1.8   Elect Director Heidi G. Miller            For       For        Management
1.9   Elect Director Hilda Ochoa-Brillembourg   For       For        Management
1.10  Elect Director Stephen W. Sanger          For       For        Management
1.11  Elect Director A. Michael Spence          For       For        Management
1.12  Elect Director Dorothy A. Terrell         For       For        Management
1.13  Elect Director Raymond G. Viault          For       For        Management
1.14  Elect Director Paul S. Walsh              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Paul Berg                 For       For        Management
1.2   Elect  Director Etienne F. Davignon       For       For        Management
1.3   Elect  Director James M. Denny            For       For        Management
1.4   Elect  Director John C. Martin            For       For        Management
1.5   Elect  Director Gordon E. Moore           For       For        Management
1.6   Elect  Director Nicholas G. Moore         For       For        Management
1.7   Elect  Director George P. Shultz          For       For        Management
1.8   Elect  Director Gayle E. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAR 31, 2004   Meeting Type: Annual
Record Date:  FEB 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lloyd C. Blankfein        For       For        Management
1.2   Elect  Director Lord Browne Of Madingley  For       For        Management
1.3   Elect  Director Claes Dahlback            For       For        Management
1.4   Elect  Director James A. Johnson          For       For        Management
1.5   Elect  Director Lois D. Juliber           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder


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

HALLIBURTON CO.

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

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


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

HONEYWELL INTERNATIONAL, INC.

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

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


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

HOST MARRIOTT CORP.

Ticker:       HMT            Security ID:  44107P104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard E. Marriott       For       Withhold   Management
1.2   Elect  Director Christopher J. Nassetta   For       Withhold   Management
1.3   Elect  Director John B. Morse, Jr.        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management


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

INFOSYS TECHNOLOGIES LTD

Ticker:                      Security ID:  INE009A01021
Meeting Date: JUN 12, 2004   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Dividends of INR 15 Per Share     For       For        Management
3     Reappoint D.M. Satwalekar as Director     For       For        Management
4     Reappoint M.G. Subrahmanyam as Director   For       For        Management
5     Reappoint S. Gopalakrishnan as Director   For       For        Management
6     Reappoint S.D. Shibulal as Director       For       For        Management
7     Reappoint T.V. Mohandas Pai as Director   For       For        Management
8     Approve Bharat S. Raut & Co. as Auditors  For       For        Management
      and Authorize Board to Fix Their
      Remuneration
9     Approve Delisting of Company Shares       For       For        Management
10    Approve Commission Remuneration of        For       For        Management
      Non-executive Directors
11    Approve Remuneration of Executive         For       For        Management
      Directors
12    Approve Remuneration of Executive         For       For        Management
      Directors
13    Approve Reappointment and Remuneration of For       For        Management
      S. Gopalakrishnan, Deputy Managing
      Director
14    Approve Increase in Authorized Capital to For       For        Management
      INR 1.5 Billion
15    Amend Articles of Association Re:         For       For        Management
      Increase in Authorized Share Capital
16    Authorize Capitalization of Reserves for  For       For        Management
      Bonus Issue
17    Approve Welfare Trust                     For       For        Management


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

INGERSOLL-RAND COMPANY LIMITED

Ticker:       IR             Security ID:  G4776G101
Meeting Date: JUN 2, 2004    Meeting Type: Annual
Record Date:  APR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director P.C. Godsoe               For       For        Management
1.2   Elect  Director C.J. Horner               For       For        Management
1.3   Elect  Director O.R. Smith                For       For        Management
2     ADOPTION OF AMENDED AND RESTATED          For       For        Management
      INCENTIVE STOCK PLAN OF 1998.
3     APPROVAL OF AMENDED AND RESTATED          For       For        Management
      BYE-LAWS.
4     Ratify Auditors                           For       For        Management
5     SHAREHOLDER PROPOSAL TO DECLASSIFY THE    Against   For        Shareholder
      BOARD OF DIRECTORS.
6     SHAREHOLDER PROPOSAL TO CHANGE THE        Against   Against    Shareholder
      COMPANY S JURISDICTION OF INCORPORATION.
7     SHAREHOLDER PROPOSAL TO REQUIRE THE       Against   Against    Shareholder
      SEPARATION OF THE CHIEF EXECUTIVE OFFICER
      AND THE CHAIR OF THE BOARD.


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

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

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


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director G. Thomas Baker           For       For        Management
1.2   Elect  Director Neil Barsky               For       For        Management
1.3   Elect  Director Robert A. Bittman         For       For        Management
1.4   Elect  Director Richard R. Burt           For       For        Management
1.5   Elect  Director Leslie S. Heisz           For       For        Management
1.6   Elect  Director Robert A. Mathewson       For       For        Management
1.7   Elect  Director Thomas J. Matthews        For       For        Management
1.8   Elect  Director Robert Miller             For       For        Management
1.9   Elect  Director Frederick B. Rentschler   For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: JAN 26, 2004   Meeting Type: Special
Record Date:  DEC 19, 2003

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


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

INTERNATIONAL RECTIFIER CORP.

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 24, 2003   Meeting Type: Annual
Record Date:  SEP 26, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James D. Plummer           For       Withhold   Management
1.2   Elect Director Minoru Matsuda             For       Withhold   Management
1.3   Elect Director Robert S. Attiyeh          For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


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

INTUIT, INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: OCT 30, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen M. Bennett         For       For        Management
1.2   Elect Director Christopher W. Brody       For       For        Management
1.3   Elect Director William V. Campbell        For       For        Management
1.4   Elect Director Scott D. Cook              For       For        Management
1.5   Elect Director L. John Doerr              For       For        Management
1.6   Elect Director Donna L. Dubinsky          For       For        Management
1.7   Elect Director Michael R. Hallman         For       For        Management
1.8   Elect Director Stratton D. Sclavos        For       For        Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

INVITROGEN CORP.

Ticker:       IVGN           Security ID:  46185R100
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raymond V. Dittamore      For       For        Management
1.2   Elect  Director Bradley G. Lorimier       For       For        Management
1.3   Elect  Director David U'Prichard, Ph.D.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Employee Stock Purchase Plan        For       Against    Management


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

JPMORGAN CHASE & CO.

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

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


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claude R. Canizares       For       For        Management
1.2   Elect  Director Thomas A. Corcoran        For       For        Management
1.3   Elect  Director Alan H. Washkowitz        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director E.C. 'Pete' Aldridge, Jr. For       For        Management
1.2   Elect  Director Nolan D. Archibald        For       For        Management
1.3   Elect  Director Norman R. Augustine       For       Withhold   Management
1.4   Elect  Director Marcus C. Bennett         For       For        Management
1.5   Elect  Director Vance D. Coffman          For       For        Management
1.6   Elect  Director Gwendolyn S. King         For       For        Management
1.7   Elect  Director Douglas H. McCorkindale   For       For        Management
1.8   Elect  Director Eugene F. Murphy          For       For        Management
1.9   Elect  Director Joseph W. Ralston         For       Withhold   Management
1.10  Elect  Director Frank Savage              For       For        Management
1.11  Elect  Director Anne Stevens              For       For        Management
1.12  Elect  Director Robert J. Stevens         For       For        Management
1.13  Elect  Director James R. Ukropina         For       For        Management
1.14  Elect  Director Douglas C. Yearley        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Executive Ties to Government    Against   Against    Shareholder
4     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
5     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
6     Develop Ethical Criteria for Military     Against   Against    Shareholder
      Contracts


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

LSI LOGIC CORP.

Ticker:       LSI            Security ID:  502161102
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wilfred J. Corrigan       For       Withhold   Management
1.2   Elect  Director James H. Keyes            For       Withhold   Management
1.3   Elect  Director Malcolm R. Currie         For       Withhold   Management
1.4   Elect  Director T.Z. Chu                  For       Withhold   Management
1.5   Elect  Director R. Douglas Norby          For       Withhold   Management
1.6   Elect  Director Matthew J. O'Rourke       For       Withhold   Management
1.7   Elect  Director Gregorio Reyes            For       Withhold   Management
1.8   Elect  Director Larry W. Sonsini          For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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

LUCENT TECHNOLOGIES INC.

Ticker:       LU             Security ID:  549463107
Meeting Date: FEB 18, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Karl J. Krapek             For       Withhold   Management
1.2   Elect Director Patricia F. Russo          For       Withhold   Management
1.3   Elect Director Henry B. Schacht           For       Withhold   Management
1.4   Elect Director Franklin A. Thomas         For       Withhold   Management
2     Declassify the Board of Directors and     For       For        Management
      Amend Director Removal Provision
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Approve Reverse Stock Split               For       For        Management
5     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
6     Prohibit Awards to Executives             Against   Against    Shareholder


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

MCAFEE INC.

Ticker:       MFE            Security ID:  640938106
Meeting Date: MAY 27, 2004   Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert Dutkowsky          For       Withhold   Management
1.2   Elect  Director Denis O'Leary             For       Withhold   Management
1.3   Elect  Director Robert Pangia             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEDICIS PHARMACEUTICAL CORP.

Ticker:       MRX            Security ID:  584690309
Meeting Date: NOV 19, 2003   Meeting Type: Annual
Record Date:  OCT 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Arthur G. Altschul, Jr.    For       Withhold   Management
1.2   Elect Director Philip S. Schein, M.D.     For       Withhold   Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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

MEDIMMUNE, INC.

Ticker:       MEDI           Security ID:  584699102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Wayne T. Hockmeyer        For       For        Management
1.2   Elect  Director David M. Mott             For       For        Management
1.3   Elect  Director David Baltimore           For       For        Management
1.4   Elect  Director M. James Barrett          For       For        Management
1.5   Elect  Director Melvin D. Booth           For       For        Management
1.6   Elect  Director James H. Cavanaugh        For       For        Management
1.7   Elect  Director Barbara Hackman Franklin  For       For        Management
1.8   Elect  Director Gordon S. Macklin         For       For        Management
1.9   Elect  Director Elizabeth H. S. Wyatt     For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

MEDTRONIC, INC.

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

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


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

MERRILL LYNCH & CO., INC.

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

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


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

MICROSOFT CORP.

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

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


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

MILLIPORE CORP.

Ticker:       MIL            Security ID:  601073109
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Daniel Bellus             For       Withhold   Management
1.2   Elect  Director Robert C. Bishop          For       Withhold   Management
1.3   Elect  Director Edward M. Scolnick        For       Withhold   Management


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

MORGAN STANLEY

Ticker:       MWD            Security ID:  617446448
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John W. Madigan           For       Withhold   Management
1.2   Elect  Director Dr. Klaus Zumwinkel       For       For        Management
1.3   Elect  Director Sir Howard Davies         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
5     Report on Political                       Against   Against    Shareholder
      Contributions/Activities


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward Zander             For       Withhold   Management
1.2   Elect  Director H. Laurence Fuller        For       Withhold   Management
1.3   Elect  Director Judy Lewent               For       Withhold   Management
1.4   Elect  Director Walter Massey             For       Withhold   Management
1.5   Elect  Director Nicholas Negroponte       For       Withhold   Management
1.6   Elect  Director Indra Nooyi               For       Withhold   Management
1.7   Elect  Director John Pepper, Jr.          For       Withhold   Management
1.8   Elect  Director Samuel Scott III          For       Withhold   Management
1.9   Elect  Director Douglas Warner III        For       Withhold   Management
1.10  Elect  Director John White                For       Withhold   Management
1.11  Elect  Director Mike Zafirovski           For       Withhold   Management
2     Limit Executive Compensation              Against   Abstain    Shareholder
3     Limit Awards to Executives                Against   Abstain    Shareholder


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

NATIONAL SEMICONDUCTOR CORP.

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

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


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

NEW YORK TIMES CO., THE

Ticker:       NYT            Security ID:  650111107
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Raul E. Cesan             For       Withhold   Management
1.2   Elect  Director William E. Kennard        For       Withhold   Management
1.3   Elect  Director Thomas Middelhoff         For       Withhold   Management
1.4   Elect  Director Henry B. Schacht          For       Withhold   Management
1.5   Elect  Director Donald M. Stewart         For       Withhold   Management
2     Approve A Non-Employee Director Stock     For       For        Management
      Incentive Plan
3     Ratify Auditors                           For       For        Management


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

NEWS CORPORATION LTD.

Ticker:       NWS            Security ID:  652487703
Meeting Date: OCT 15, 2003   Meeting Type: Annual
Record Date:  OCT 13, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Lachlan Murdoch as Director         For       For        Management
2     Elect Thomas Perkins as Director          For       For        Management
3     Elect Stanley Shuman as Director          For       For        Management
4     Elect Arthur Siskind as Director          For       For        Management
5     Approve Stock Option Plan Grants to       For       Against    Management
      Executive Directors
6     Approve Remuneration of Directors in the  For       For        Management
      Amount of Up to AUD 1.85 Million


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 22, 2003   Meeting Type: Annual
Record Date:  JUL 25, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas E. Clarke as Class  For       For        Management
      A Director
1.2   Elect Director Ralph D. DeNunzio as Class For       For        Management
      A Director
1.3   Elect Director Richard K. Donahue as      For       For        Management
      Class A Director
1.4   Elect Director Delbert J. Hayes as Class  For       For        Management
      A Director
1.5   Elect Director Douglas G. Houser as Class For       For        Management
      A Director
1.6   Elect Director Jeanne P. Jackson as Class For       For        Management
      A Director
1.7   Elect Director Philip H. Knight as Class  For       For        Management
      A Director
1.8   Elect Director Charles W. Robinson as     For       For        Management
      Class A Director
1.9   Elect Director John R. Thompson, Jr. as   For       Withhold   Management
      Class A Director
1.10  Elect Director Jill K. Conway as Class B  For       For        Management
      Director
1.11  Elect Director Alan B. Graf, Jr. as Class For       For        Management
      B Director
1.12  Elect Director John E. Jaqua as Class B   For       For        Management
      Director
1.13  Elect Director A. Michael Spence as Class For       For        Management
      B Director
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Ratify Auditors                           For       For        Management


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

NOBLE CORP

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

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


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

NOKIA CORP.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE INCOME STATEMENTS AND THE For       For        Management
      BALANCE SHEETS.
2     APPROVAL OF A DIVIDEND OF EUR 0.30 PER    For       For        Management
      SHARE.
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS AND THE PRESIDENT FROM
      LIABILITY.
4.1   Elect  Director Paul J. Collins           For       For        Management
4.2   Elect  Director Georg Ehrnrooth           For       For        Management
4.3   Elect  Director Bengt Holmstrom           For       For        Management
4.4   Elect  Director Per Karlsson              For       For        Management
4.5   Elect  Director Jorma Ollila              For       For        Management
4.6   Elect  Director Marjorie Scardino         For       For        Management
4.7   Elect  Director Vesa Vainio               For       For        Management
4.8   Elect  Director Arne Wessberg             For       For        Management
5     Ratify Auditors                           For       For        Management
6     APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      REDUCE THE SHARE CAPITAL THROUGH
      CANCELLATION OF NOKIA SHARES HELD BY THE
      COMPANY
7     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO INCREASE THE SHARE CAPITAL OF
      THE COMPANY.
8     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO REPURCHASE NOKIA SHARES.
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD TO DISPOSE NOKIA SHARES HELD BY THE
      COMPANY.
10    APPROVAL OF THE PROPOSAL OF THE BOARD TO  For       For        Management
      INCREASE THE CAPITAL OF THE FOUNDATION OF
      NOKIA CORPORATION.
11    MARK THE  FOR  BOX IF YOU WISH TO         None      For        Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO ANY ONE OF MARIANNA UOTINEN-TARKOMA,
      ESA KAUNISTOLA, BOTH LEGAL COUNSELS OF
      NOKIA CORPORATION, TO AUTHORIZE ANY OF
      THEM (WITH FULL POWER OF SUBSTITUTION) TO
      VOTE, IN THEIR DISCR


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alston D. Correll         For       Withhold   Management
1.2   Elect  Director Landon Hilliard           For       Withhold   Management
1.3   Elect  Director Burton M. Joyce           For       Withhold   Management
1.4   Elect  Director Jane Margaret O'Brien     For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lewis W. Coleman          For       For        Management
1.2   Elect  Director J. Michael Cook           For       For        Management
1.3   Elect  Director Philip A. Odeen           For       For        Management
1.4   Elect  Director Aulana L. Peters          For       For        Management
1.5   Elect  Director Kevin W. Sharer           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Abstain    Shareholder
      Contracts
4     Declassify the Board of Directors         Against   For        Shareholder


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

NOVELL, INC.

Ticker:       NOVL           Security ID:  670006105
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert Aiello             For       For        Management
1.2   Elect  Director Fred Corrado              For       For        Management
1.3   Elect  Director Richard L. Crandall       For       For        Management
1.4   Elect  Director Wayne Mackie              For       For        Management
1.5   Elect  Director Claudia B. Malone         For       For        Management
1.6   Elect  Director Jack L. Messman           For       For        Management
1.7   Elect  Director Richard L. Nolan          For       For        Management
1.8   Elect  Director Thomas G. Plaskett        For       For        Management
1.9   Elect  Director John W. Poduska, Sr.      For       For        Management
1.10  Elect  Director James D. Robinson, III    For       For        Management
1.11  Elect  Director Kathy Brittain White      For       For        Management
2     Expense Stock Options                     Against   For        Shareholder
3     Performance-Based/Indexed Options         Against   For        Shareholder
4     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services


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

OMNICOM GROUP INC.

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

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


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

PEPSICO, INC.

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

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


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

PERKINELMER INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  FEB 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tamara J. Erickson        For       For        Management
1.2   Elect  Director Nicholas A. Lopardo       For       For        Management
1.3   Elect  Director Alexis P. Michas          For       For        Management
1.4   Elect  Director James C. Mullen           For       For        Management
1.5   Elect  Director Dr. Vicki L. Sato         For       For        Management
1.6   Elect  Director Gabriel Schmergel         For       For        Management
1.7   Elect  Director Kenton J. Sicchitano      For       For        Management
1.8   Elect  Director Gregory L. Summe          For       For        Management
1.9   Elect  Director G. Robert Tod             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

PERRIGO CO.

Ticker:       PRGO           Security ID:  714290103
Meeting Date: OCT 28, 2003   Meeting Type: Annual
Record Date:  SEP 2, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gary M. Cohen              For       Withhold   Management
1.2   Elect Director David T. Gibbons           For       Withhold   Management
1.3   Elect Director Judith A. Hemberger        For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management


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

PETCO ANIMAL SUPPLIES, INC.

Ticker:       PETC           Security ID:  716016209
Meeting Date: JUN 3, 2004    Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James M. Myers            For       For        Management
1.2   Elect  Director Jonathan Coslet           For       For        Management
1.3   Elect  Director Charles W. Duddles        For       For        Management
2     Report on Animal Sales                    Against   Abstain    Shareholder


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

PETSMART

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 10, 2004   Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Barbara A. Munder         For       For        Management
1.2   Elect  Director Thomas G. Stemberg        For       For        Management
1.3   Elect  Director Nancy J. Pedot            For       For        Management
1.4   Elect  Director Jeffery W. Yabuki         For       For        Management
1.5   Elect  Director Rita V. Foley             For       For        Management
2     Ratify Auditors                           For       For        Management


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

PFIZER INC.

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

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


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

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

Ticker:       PPDI           Security ID:  717124101
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stuart Bondurant, M.D.    For       Withhold   Management
1.2   Elect  Director Frederick Frank           For       Withhold   Management
1.3   Elect  Director Terry Magnuson, Ph.D.     For       Withhold   Management
1.4   Elect  Director Fredric N. Eshelman       For       Withhold   Management
1.5   Elect  Director David L. Grange           For       Withhold   Management
1.6   Elect  Director Ernest Mario, Ph.D.       For       Withhold   Management
1.7   Elect  Director Marye Anne Fox            For       Withhold   Management
1.8   Elect  Director Catherine M. Klema        For       Withhold   Management
1.9   Elect  Director John A. McNeill, Jr.      For       Withhold   Management
2     Other Business                            For       Against    Management


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

PRAXAIR, INC.

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

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


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

RF MICRO DEVICES, INC.

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

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


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

ROWAN COMPANIES, INC.

Ticker:       RDC            Security ID:  779382100
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William T. Fox III        For       For        Management
1.2   Elect  Director Sir Graham Hearne         For       For        Management
1.3   Elect  Director H. E. Lentz               For       For        Management
1.4   Elect  Director P. Dexter Peacock         For       For        Management


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

ROYAL CARIBBEAN CRUISES  LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Tor B. Arneberg           For       For        Management
1.2   Elect  Director William L. Kimsey         For       For        Management
1.3   Elect  Director Gert W. Munthe            For       For        Management
1.4   Elect  Director Thomas J. Pritzker        For       For        Management
2     APPROVAL OF THE AMENDED AND RESTATED 2000 For       For        Management
      STOCK AWARD PLAN.
3     RATIFICATION OF APPOINTMENT OF            For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
      S INDEPENDENT ACCOUNTANTS FOR 2004.


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

SANMINA-SCI CORP.

Ticker:       SANM           Security ID:  800907107
Meeting Date: JAN 26, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John C. Bolger             For       Withhold   Management
1.2   Elect Director Neil R. Bonke              For       Withhold   Management
1.3   Elect Director Randy W. Furr              For       Withhold   Management
1.4   Elect Director Mario M. Rosati            For       Withhold   Management
1.5   Elect Director A. Eugene Sapp, Jr.        For       Withhold   Management
1.6   Elect Director Wayne Shortridge           For       Withhold   Management
1.7   Elect Director Peter J. Simone            For       Withhold   Management
1.8   Elect Director Jure Sola                  For       Withhold   Management
1.9   Elect Director Bernard V Vonderschmitt    For       Withhold   Management
1.10  Elect Director Jacqueline M. Ward         For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

SCHLUMBERGER LTD.

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

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


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

SERONO SA (FORMERLY ARES-SERONO SA)

Ticker:                      Security ID:  81752M101
Meeting Date: MAY 25, 2004   Meeting Type: Annual
Record Date:  APR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF SERONO S.A. S ANNUAL REPORT,  For       For        Management
      ACCOUNTS, CONSOLIDATED ACCOUNTS OF THE
      SERONO GROUP, AUDITORS  REPORTS
2     DISTRIBUTION OF PROFITS IN THE 2003       For       For        Management
      BALANCE SHEET AND DIVIDEND PROPOSAL
3     CONDITIONAL CAPITAL FOR OPTION AND/OR     For       For        Management
      CONVERTIBLE LOANS
4     CONDITIONAL CAPITAL FOR A STOCK OPTION    For       Against    Management
      PLAN
5     CREATION OF A NEW AUTHORIZED CAPITAL      For       For        Management
6     MODIFICATION OF PARAGRAPH 13.2 OF THE     For       For        Management
      ARTICLES OF ASSOCIATION: TIMELINE FOR
      REQUESTING THE INCLUSION OF AN ITEM ON
      THE AGENDA
7     DISCHARGE TO THE BOARD OF DIRECTORS AND   For       For        Management
      THE MANAGEMENT
8     THE BOARD OF DIRECTORS PROPOSES THE       For       For        Management
      RE-ELECTION FOR ONE YEAR OF MR. ERNESTO
      BERTARELLI, MR. PIERRE E. DOUAZE, MR.
      BERNARD MACH, MR. SERGIO MARCHIONNE, MR.
      GEORGES MULLER, MR. JACQUES THEURILLAT
      AND MR. HANS THIERSTEIN
9     THE BOARD OF DIRECTORS PROPOSES THE       For       For        Management
      ELECTION FOR ONE YEAR OF A NEW DIRECTOR
      IN THE PERSON OF MR. PATRICK GAGE
10    THE BOARD OF DIRECTORS PROPOSES THE       For       For        Management
      RE-ELECTION OF PRICEWATERHOUSECOOPERS
      S.A. IN GENEVA AS AUDITORS OF THE ANNUAL
      ACCOUNTS OF SERONO S.A. AND AS AUDITORS
      OF THE CONSOLIDATED ACCOUNTS OF THE
      SERONO GROUP FOR THE FINANCIAL YEAR 2004
11    THE BOARD OF DIRECTORS PROPOSES THE       For       For        Management
      RE-ELECTION OF ERNST & YOUNG S.A. IN
      GENEVA AS SPECIAL AUDITORS IN LINE WITH
      ARTICLES 28.5 OF THE ARTICLES OF
      ASSOCIATION FOR A TERM EXPIRING AT THE
      DATE OF THE ORDINARY GENERAL MEETING IN
      2005


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

SICOR, INC.

Ticker:                      Security ID:  825846108
Meeting Date: JAN 16, 2004   Meeting Type: Special
Record Date:  DEC 9, 2003

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


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

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

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


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

STERIS CORP.

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

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


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

STMICROELECTRONICS N.V.

Ticker:       STM            Security ID:  861012102
Meeting Date: APR 23, 2004   Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ADOPTION OF THE ANNUAL ACCOUNTS FOR THE   For       For        Management
      2003 FINANCIAL YEAR
2     DISCHARGE OF THE SOLE MEMBER OF THE       For       For        Management
      MANAGING BOARD
3     DISCHARGE OF THE MEMBERS OF THE           For       For        Management
      SUPERVISORY BOARD
4     ADOPTION OF A DIVIDEND OF $0.12 PER       For       For        Management
      COMMON SHARE
5     PROPOSAL OF APPOINTMENT OF GERALD ARBOLA  For       For        Management
      AS A NEW MEMBER OF THE SUPERVISORY BOARD
      AND TO COMPLETE THE THREE-YEAR TERM
6     PROPOSAL OF APPOINTMENT OF DIDIER LOMBARD For       For        Management
      AS A NEW MEMBER OF THE SUPERVISORY BOARD
      AND TO COMPLETE THE THREE-YEAR TERM
7     APPROVAL OF THE COMPENSATION OF THE       For       For        Management
      MEMBERS OF THE SUPERVISORY BOARD
8     APPROVAL OF THE NEW EMPLOYEE STOCK        For       For        Management
      PURCHASE PLAN
9     DELEGATION TO THE SUPERVISORY BOARD FOR   For       Against    Management
      FIVE YEARS OF THE AUTHORITY TO ISSUE NEW
      SHARES
10    APPROVAL OF THE CHANGE IN THE QUORUM FOR  For       Against    Management
      THE GENERAL MEETING OF SHAREHOLDERS FROM
      ONE-THIRD OF THE ISSUED SHARE CAPITAL TO
      15% OF THE ISSUED SHARE CAPITAL
11    AUTHORIZATION OF THE AMENDMENT OF THE     For       Against    Management
      ARTICLES OF ASSOCIATION RELATING TO THE
      ITEMS MENTIONED UNDER RESOLUTION 10
12    APPROVAL OF OUR CORPORATE GOVERNANCE      For       For        Management
      POLICY


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM.P          Security ID:  874039100
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ACCEPT 2003 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2003 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2003     For       For        Management
      DIVIDENDS AND EMPLOYEE PROFIT SHARING.


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

TARGET CORPORATION

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

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


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 27, 2003   Meeting Type: Special
Record Date:  SEP 18, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect G. Shalev as an External Director   For       For        Management
2     Approve Increase in Remuneration of       For       For        Management
      Directors other than the Chairman


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  APR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND DISCUSS THE COMPANY S      For       For        Management
      CONSOLIDATED BALANCE SHEET AS OF DECEMBER
      31, 2003 AND THE CONSOLIDATED STATEMENTS.
2     TO APPROVE THE BOARD OF DIRECTORS         For       Against    Management
      RECOMMENDATION THAT THE CASH DIVIDEND FOR
      THE YEAR ENDED DECEMBER 31, 2003, WHICH
      WAS PAID IN FOUR INSTALLMENTS AND
      AGGREGATED NIS 1.44 (APPROXIMATELY
      US$0.322) PER ORDINARY SHARE, BE DECLARED
      FINAL.
3     TO ELECT ABRAHAM E. COHEN TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
4     TO ELECT LESLIE DAN TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
5     TO ELECT PROF. MEIR HETH TO SERVE FOR A   For       For        Management
      THREE-YEAR TERM.
6     TO ELECT PROF. MOSHE MANY TO SERVE FOR A  For       For        Management
      THREE-YEAR TERM.
7     TO ELECT DOV SHAFIR TO SERVE FOR A        For       For        Management
      THREE-YEAR TERM.
8     TO APPROVE THE PURCHASE OF DIRECTOR S AND For       For        Management
      OFFICER S LIABILITY INSURANCE FOR THE
      DIRECTORS AND OFFICERS OF THE COMPANY.
9     Ratify Auditors                           For       For        Management


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

TEXAS INSTRUMENTS INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Adams            For       Withhold   Management
1.2   Elect  Director David L. Boren            For       Withhold   Management
1.3   Elect  Director Daniel A. Carp            For       Withhold   Management
1.4   Elect  Director Thomas J. Engibous        For       Withhold   Management
1.5   Elect  Director Gerald W. Fronterhouse    For       Withhold   Management
1.6   Elect  Director David R. Goode            For       Withhold   Management
1.7   Elect  Director Wayne R. Sanders          For       Withhold   Management
1.8   Elect  Director Ruth J. Simmons           For       Withhold   Management
1.9   Elect  Director Richard K. Templeton      For       Withhold   Management
1.10  Elect  Director Christine Todd Whitman    For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Expense Stock Options                     Against   For        Shareholder


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James L. Barksdale        For       For        Management
1.2   Elect  Director Stephen F. Bollenbach     For       For        Management
1.3   Elect  Director Stephen M. Case           For       For        Management
1.4   Elect  Director Frank J. Caufield         For       For        Management
1.5   Elect  Director Robert C. Clark           For       For        Management
1.6   Elect  Director Miles R. Gilburne         For       For        Management
1.7   Elect  Director Carla A. Hills            For       For        Management
1.8   Elect  Director Reuben Mark               For       For        Management
1.9   Elect  Director Michael A. Miles          For       For        Management
1.10  Elect  Director Kenneth J. Novack         For       For        Management
1.11  Elect  Director Richard D. Parsons        For       For        Management
1.12  Elect  Director R. E. Turner              For       For        Management
1.13  Elect  Director Francis T. Vincent, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt China Principles                    Against   Abstain    Shareholder
4     Report on Pay Disparity                   Against   Against    Shareholder


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

TOTAL S.A. (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 24, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF CERTAIN REPORTS AND OF THE    For       For        Management
      PARENT COMPANY S FINANCIAL STATEMENTS
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS
3     ALLOCATION OF INCOME, APPROVAL OF THE     For       For        Management
      DIVIDEND
4     AGREEMENTS MENTIONED IN ARTICLE L. 225-38 For       For        Management
      OF THE FRENCH COMMERCIAL CODE
5     AUTHORIZATION TO TRADE THE COMPANY S OWN  For       For        Management
      SHARES
6     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO ISSUE DEBT SECURITIES AND/OR PERPETUAL
      SUBORDINATED NOTES FOR A MAXIMUM NOMINAL
      AMOUNT OF 10 BILLION EUROS
7.1   Elect  Director Mr. Thierry Desmarest     For       For        Management
7.2   Elect  Director Mr. Thierry De Rudder     For       For        Management
7.3   Elect  Director Mr. Serge Tchuruk         For       For        Management
8     APPOINTMENT OF DANIEL BOEUF AS A DIRECTOR For       For        Management
      REPRESENTING EMPLOYEE SHAREHOLDERS IN
      APPLICATION OF ARTICLE 11 OF THE ARTICLES
      OF INCORPORATION
9     APPOINTMENT OF PHILIPPE MARCHANDISE AS A  Against   Against    Management
      DIRECTOR REPRESENTING EMPLOYEE
      SHAREHOLDERS IN APPLICATION OF ARTICLE 11
      OF THE ARTICLES OF INCORPORATION
10    APPOINTMENT OF CYRIL MOUCHE AS A DIRECTOR Against   Against    Management
      REPRESENTING EMPLOYEE SHAREHOLDERS IN
      APPLICATION OF ARTICLE 11 OF THE ARTICLES
      OF INCORPORATION
11    APPOINTMENT OF ALAN CRAMER AS A DIRECTOR  Against   Against    Management
      REPRESENTING EMPLOYEE SHAREHOLDERS IN
      APPLICATION OF ARTICLE 11 OF THE ARTICLES
      OF INCORPORATION
12    Ratify Auditors                           For       For        Management
13    RENEWAL OF STATUTORY AUDITORS             For       For        Management
14    Ratify Auditors                           For       For        Management
15    Ratify Auditors                           For       For        Management
16    DETERMINATION OF THE TOTAL AMOUNT OF      For       For        Management
      DIRECTORS  COMPENSATION
17    AUTHORIZATION TO AWARD OPTIONS TO         For       For        Management
      SUBSCRIBE FOR OR PURCHASE STOCK OF THE
      COMPANY IN FAVOUR OF THE MANAGEMENT AND
      KEY EMPLOYEES OF THE GROUP
18    AUTHORIZATION FOR ISSUING CONVERTIBLE OR  For       For        Management
      OTHER EQUITY SECURITIES
19    AUTHORIZATION TO USE THE ABOVE DELEGATION For       For        Management
      WITHOUT MAINTENANCE OF PREFERENTIAL
      SUBSCRIPTION RIGHTS, BUT WITH AN OPTION
      TO GRANT A PRIORITY PERIOD
20    CAPITAL INCREASE RESERVED FOR EMPLOYEES   For       For        Management


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

TUPPERWARE CORP.

Ticker:       TUP            Security ID:  899896104
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Rita Bornstein            For       Withhold   Management
1.2   Elect  Director E.V. Goings               For       Withhold   Management
1.3   Elect  Director Robert J. Murray          For       Withhold   Management
1.4   Elect  Director Joyce M. Roche            For       Withhold   Management
1.5   Elect  Director M. Anne Szostak           For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 25, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director George W. Buckley         For       For        Management
1.4   Elect  Director Brian Duperreault         For       For        Management
1.5   Elect  Director Bruce S. Gordon           For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Mackey J. Mcdonald        For       For        Management
1.8   Elect  Director H. Carl Mccall            For       For        Management
1.9   Elect  Director Brendan R. O'Neill        For       For        Management
1.10  Elect  Director Sandra S. Wijnberg        For       For        Management
1.11  Elect  Director Jerome B. York            For       For        Management
2     Ratify Auditors                           For       For        Management
3     ADOPTION OF THE AMENDED AND RESTATED      For       For        Management
      BYE-LAWS.
4     APPROVAL OF TYCO 2004 STOCK AND INCENTIVE For       For        Management
      PLAN.
5     SHAREHOLDER PROPOSAL REGARDING            For       For        Shareholder
      ENVIRONMENTAL REPORTING.
6     SHAREHOLDER PROPOSAL TO CHANGE TYCO S     Against   Against    Shareholder
      JURISDICTION OF INCORPORATION FROM
      BERMUDA TO A U.S. STATE.
7     SHAREHOLDER PROPOSAL ON  COMMON SENSE     Against   Against    Shareholder
      EXECUTIVE COMPENSATION.


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Calvin Darden             For       For        Management
1.2   Elect  Director Michael L. Eskew          For       For        Management
1.3   Elect  Director James P. Kelly            For       For        Management
1.4   Elect  Director Ann M. Livermore          For       For        Management
1.5   Elect  Director Gary E. MacDougal         For       For        Management
1.6   Elect  Director Victor A. Pelson          For       For        Management
1.7   Elect  Director Lea N. Soupata            For       For        Management
1.8   Elect  Director Robert M. Teeter          For       For        Management
1.9   Elect  Director John W. Thompson          For       For        Management
1.10  Elect  Director Carol B. Tome             For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

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


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

UNIVISION COMMUNICATIONS INC.

Ticker:       UVN            Security ID:  914906102
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director A. Jerrold Perenchio      For       Withhold   Management
1.2   Elect  Director Fernando Aguirre          For       Withhold   Management
1.3   Elect  Director Harold Gaba               For       Withhold   Management
1.4   Elect  Director Alan F. Horn              For       Withhold   Management
1.5   Elect  Director John G. Perenchio         For       Withhold   Management
1.6   Elect  Director Ray Rodriguez             For       Withhold   Management
1.7   Elect  Director McHenry T. Tichenor, Jr.  For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

UTSTARCOM, INC.

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

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


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

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 19, 2004   Meeting Type: Annual
Record Date:  DEC 22, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Seely Brown           For       For        Management
1.2   Elect Director Samuel Hellman             For       For        Management
1.3   Elect Director Terry R. Lautenbach        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management


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

VARIAN MEDICAL SYSTEMS INC

Ticker:       VAR            Security ID:  92220P105
Meeting Date: JUN 10, 2004   Meeting Type: Special
Record Date:  APR 12, 2004

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


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

VIACOM INC.

Ticker:       VIA            Security ID:  925524308
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

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


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

VISHAY INTERTECHNOLOGY, INC.

Ticker:       VSH            Security ID:  928298108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Dr. Felix Zandman         For       For        Management
1.2   Elect  Director Philippe Gazeau           For       For        Management
1.3   Elect  Director Zvi Grinfas               For       For        Management
1.4   Elect  Director Dr. Gerald Paul           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Approve Restricted Stock Plan             For       For        Management


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

VODAFONE GROUP PLC

Ticker:                      Security ID:  92857W100
Meeting Date: JUL 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Reelect Lord MacLaurin of Knebworth as    For       For        Management
      Director
4     Reelect Kenneth Hydon as Director         For       For        Management
5     Reelect Thomas Geitner as Director        For       For        Management
6     Reelect Alec Broers as Director           For       For        Management
7     Reelect Juergen Schrempp as Director      For       For        Management
8     Elect John Buchanan as Director           For       For        Management
9     Approve Final Dividend of 0.8983 Pence    For       For        Management
      Per Share
10    Ratify Deloitte and Touche as Auditors    For       For        Management
11    Authorize Board to Fix Remuneration of    For       For        Management
      Auditors
12    Authorize EU Political Donations up to    For       For        Management
      GBP 100,000
13    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities with Preemptive
      Rights up to Aggregate Nominal Amount of
      USD 900,000,000
14    Authorize Issuance of Equity or           For       For        Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate Nominal
      Amount of USD 340,000,000
15    Authorize 6,800,000,000 Shares for Share  For       For        Management
      Repurchase Program


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

WAL-MART STORES, INC.

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

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


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 14, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Pastora San Juan Cafferty For       Withhold   Management
1.2   Elect  Director Frank M. Clark, Jr.       For       Withhold   Management
1.3   Elect  Director Robert S. Miller          For       Withhold   Management
1.4   Elect  Director A. Maurice Myers          For       Withhold   Management
1.5   Elect  Director John C. Pope              For       Withhold   Management
1.6   Elect  Director W. Robert Reum            For       Withhold   Management
1.7   Elect  Director Steven G. Rothmeier       For       Withhold   Management
1.8   Elect  Director David P. Steiner          For       Withhold   Management
1.9   Elect  Director Carl W. Vogt              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John Loudon               For       For        Management
1.2   Elect  Director Robert S. Parker          For       For        Management
1.3   Elect  Director Alan Z. Senter            For       For        Management
2     Ratify Auditors                           For       For        Management


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: MAY 21, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Terry S. Semel            For       Withhold   Management
1.2   Elect  Director Jerry Yang                For       Withhold   Management
1.3   Elect  Director Roy J. Bostock            For       Withhold   Management
1.4   Elect  Director Ronald W. Burkle          For       Withhold   Management
1.5   Elect  Director Eric Hippeau              For       Withhold   Management
1.6   Elect  Director Arthur H. Kern            For       Withhold   Management
1.7   Elect  Director Robert A. Kotick          For       Withhold   Management
1.8   Elect  Director Edward R. Kozel           For       Withhold   Management
1.9   Elect  Director Gary L. Wilson            For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       Against    Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder







                                         SIGNATURES

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

(Registrant):                 Oppenheimer Capital Appreciation Fund

By (Signature and Title)*:    /s/ John V. Murphy
                              ------------------
                              John V. Murphy, President

Date:                         August 26, 2004

*By:  /s/ Tane Tyler
      --------------
      Tane Tyler, Attorney in Fact