FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-03114

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Select Portfolios

Fund Name: Select Defense and Aerospace Portfolio

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

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

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

DATE OF FISCAL YEAR END: FEBRUARY 29

DATE OF REPORTING PERIOD: 06/30/2004

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE UNTO DULY AUTHORIZED.

Fidelity Select Portfolios

BY:  /s/ CHRISTINE REYNOLDS
-----------------------------------------------------
CHRISTINE REYNOLDS, TREASURER, FIDELITY MANAGEMENT & RESEARCH COMPANY
DATE: 08/26/2004 10:51:04 AM

EXHIBIT A

VOTE SUMMARY REPORT
Select Defense and Aerospace Portfolio
07/01/2003 - 06/30/2004

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

ISSUER NAME: AAR CORP. MEETING DATE: 10/08/2003
TICKER: AIR     SECURITY ID: 000361105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES G. BROCKSMITH, JR AS A DIRECTOR	Management	For	For
1.2	ELECT JOEL D. SPUNGIN AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID P. STORCH AS A DIRECTOR	Management	For	For

ISSUER NAME: AEROFLEX INCORPORATED MEETING DATE: 11/06/2003
TICKER: ARXX     SECURITY ID: 007768104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT HARVEY R. BLAU AS A DIRECTOR	Management	For	For
1.2	ELECT ERNEST E. COURCHENE AS A DIRECTOR	Management	For	For
1.3	ELECT JOSEPH E. POMPEO AS A DIRECTOR	Management	For	For
1.4	ELECT MICHAEL NELSON AS A DIRECTOR	Management	For	For

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

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

ISSUER NAME: ANAREN, INC. MEETING DATE: 11/06/2003
TICKER: ANEN     SECURITY ID: 032744104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DALE F. ECK AS A DIRECTOR	Management	For	For
1.2	ELECT CARL W. GERST, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES G. GOULD AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: BE AEROSPACE, INC. MEETING DATE: 06/24/2004
TICKER: BEAV     SECURITY ID: 073302101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JIM C. COWART AS A DIRECTOR	Management	For	For
1.2	ELECT BRIAN H. ROWE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND THE 1994 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For

ISSUER NAME: BRITISH SKY BROADCASTING GROUP PLC MEETING DATE: 11/14/2003
TICKER: BSY     SECURITY ID: 111013108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO ADOPT THE REPORT AND FINANCIAL STATEMENTS	Management	For	For
2	TO ELECT LORD WILSON OF DINTON AS A DIRECTOR	Management	For	For
3	TO ELECT JAMES MURDOCH AS A DIRECTOR	Management	For	For
4	TO ELECT CHASE CAREY AS A DIRECTOR	Management	For	For
5	TO RE-APPOINT DAVID EVANS AS A DIRECTOR	Management	For	For
6	TO RE-APPOINT LORD ST. JOHN OF FAWSLEY AS A DIRECTOR	Management	For	For
7	TO RE-APPOINT MARTIN STEWART AS A DIRECTOR	Management	For	For
8	TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS	Management	For	For
9	TO RECEIVE THE REMUNERATION REPORT OF THE DIRECTORS	Management	For	For
10	TO AUTHORISE THE DIRECTORS TO MAKE EU POLITICAL DONATIONS UNDER THE PPER ACT 2000	Management	For	For
11	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES UNDER SECTION 80 COMPANIES ACT 1985	Management	For	For
12	TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS (SPECIAL RESOLUTION)	Management	For	For
13	TO REDUCE THE SHARE PREMIUM ACCOUNT (SPECIAL RESOLUTION)	Management	For	For

ISSUER NAME: CALIFORNIA AMPLIFIER, INC. MEETING DATE: 07/17/2003
TICKER: CAMP     SECURITY ID: 129900106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT IRA CORON AS A DIRECTOR	Management	For	For
1.2	ELECT FRED STURM AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD GOLD AS A DIRECTOR	Management	For	For
1.4	ELECT ARTHUR HAUSMAN AS A DIRECTOR	Management	For	For
1.5	ELECT FRANK PERNA, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS RINGER AS A DIRECTOR	Management	For	For
2	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE SUCH MEETING AND ANY AND ALL POSTPONEMENTS OR ADJOURNMENTS THEREOF.	Management	For	For

ISSUER NAME: DRS TECHNOLOGIES, INC. MEETING DATE: 08/06/2003
TICKER: DRS     SECURITY ID: 23330X100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT IRA ALBOM AS A DIRECTOR	Management	For	For
1.2	ELECT MARK N. KAPLAN AS A DIRECTOR	Management	For	For
1.3	ELECT DENNIS J. REIMER AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AUDITOR RATIFICATION	Management	For	For

ISSUER NAME: DRS TECHNOLOGIES, INC. MEETING DATE: 01/22/2004
TICKER: DRS     SECURITY ID: 23330X100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO AMEND DRS S CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE ITS AUTHORIZED COMMON STOCK FROM 30,000,000 SHARES TO 50,000,000 SHARES.	Management	For	For
2	TO AMEND AND RESTATE DRS S 1996 OMNIBUS PLAN, AS AMENDED, TO (I) INCREASE THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR AWARDS FROM 3,875,000 TO 5,875,000 AND (II) MAKE THE OTHER CHANGES SET FORTH IN THE FORM OF PROPOSED AMENDED AND RESTATED PLAN ATTACHED AS EXHIBIT B TO THE PROXY STATEMENT, DATED DECEMBER 22, 2003.	Management	For	Against
3	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER MATTERS COMING BEFORE THE MEETING.	Management	For	Abstain

ISSUER NAME: ECHOSTAR COMMUNICATIONS CORPORATION MEETING DATE: 05/06/2004
TICKER: DISH     SECURITY ID: 278762109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL T. DUGAN AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES DEFRANCO AS A DIRECTOR	Management	For	For
1.3	ELECT CANTEY ERGEN AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES W. ERGEN AS A DIRECTOR	Management	For	For
1.5	ELECT RAYMOND L. FRIEDLOB AS A DIRECTOR	Management	For	For
1.6	ELECT STEVEN R. GOODBARN AS A DIRECTOR	Management	For	For
1.7	ELECT DAVID K. MOSKOWITZ AS A DIRECTOR	Management	For	For
1.8	ELECT C. MICHAEL SCHROEDER AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.	Management	For	For
3	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.	Management	For	Abstain

ISSUER NAME: EDO CORPORATION MEETING DATE: 04/27/2004
TICKER: EDO     SECURITY ID: 281347104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GEORGE M. BALL* AS A DIRECTOR	Management	For	For
1.2	ELECT LESLIE F. KENNE* AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES ROTH* AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES M. SMITH* AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT S. TYRER** AS A DIRECTOR	Management	For	For
2	TO AMEND THE ARTICLES OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS.	Management	For	For
3	TO APPROVE THE ADOPTION OF THE EDO CORPORATION 2004 NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN.	Management	For	Against

ISSUER NAME: ENGINEERED SUPPORT SYSTEMS, INC. MEETING DATE: 03/02/2004
TICKER: EASI     SECURITY ID: 292866100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM H.T. BUSH AS A DIRECTOR	Management	For	For
1.2	ELECT GERALD E. DANIELS AS A DIRECTOR	Management	For	For
1.3	ELECT RONALD W. DAVIS AS A DIRECTOR	Management	For	For
1.4	ELECT S. LEE KLING AS A DIRECTOR	Management	For	For
1.5	ELECT GEN CROSBIE E. SAINT AS A DIRECTOR	Management	For	For
1.6	ELECT EARL W. WIMS, PH.D. AS A DIRECTOR	Management	For	For
2	ENGINEERED SUPPORT SYSTEMS, INC. 2004 STOCK OPTION PLAN AND THE ALLOCATION OF 350,000 SHARES OF ENGINEERED SUPPORT SYSTEMS, INC. COMMON STOCK TO THE STOCK OPTION PLAN.	Management	For	Against
3	ENGINEERED SUPPORT SYSTEMS, INC. 2004 NON-EXECUTIVE STOCK OPTION PLAN AND THE ALLOCATION OF 350,000 SHARES OF ENGINEERED SUPPORT SYSTEMS, INC. COMMON STOCK TO THE NON-EXECUTIVE STOCK OPTION PLAN.	Management	For	Against

ISSUER NAME: EUROPEAN AERONAUTIC DEFENCE AND SPACE NV MEETING DATE: 05/06/2004
TICKER: --     SECURITY ID: F17114103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVE THE REPORT OF THE BOARD OF DIRECTORS, AS SUBMITTED TO THE AGM, INCLUDING THE CHAPTER ON CORPORATE GOVERNANCE, POLICY ON DIVIDENDS AND REMUNERATION POLICY INCLUDING ARRANGEMENTS FOR THE GRANT OF STOCK OPTIONS AND RIGHTS TO SUBSCRIBE FOR SHARES FOR THE MEMBERS OF THE BOARD OF DIRECTORS	Management	Unknown	Take No Action
2	ADOPT THE AUDITED ANNUAL ACCOUNTS FOR THE ACCOUNTING PERIOD FROM 01 JAN 2003 TO 31 DEC 2003, AS SUBMITTED TO THE AGM BY THE BOARD OF DIRECTORS	Management	Unknown	Take No Action
3	APPROVE TO ADD THE NET PROFIT OF NLG 152 MILLION, AS SHOWN IN THE AUDITED PROFIT AND LOSS STATEMENT FOR THE FY 2003, TO RETAINED EARNINGS AND A PAYMENT OF A GROSS AMOUNT OF NLG 0.40 PER SHARE SHALL BE MADE TO THE SHAREHOLDERS FROM DISTRIBUTABLE RESERVES ON 04 JUN 2004	Management	Unknown	Take No Action
4	GRANT RELEASE TO THE MEMBERS OF THE BOARD OF DIRECTORS FROM THE LIABILITY FOR THE PERFORMANCE OF THEIR DUTIES DURING AND WITH RESPECT TO THE FY 2003, TO THE EXTENT THAT THEIR ACTIVITY HAS BEEN REFLECTED IN THE AUDITED ANNUAL ACCOUNTS FOR THE FY 2003 OR IN THE REPORT OF THE BOARD OF DIRECTORS	Management	Unknown	Take No Action
5	APPOINT ERNST & YOUNG ACCOUNTANTS AS THE COMPANY S AUDITORS FOR THE ACCOUNTING PERIOD BEING THE FY 2004	Management	Unknown	Take No Action
6	APPOINT MR. RUDIGER GRUBE AS A MEMBER OF THE BOARD OF DIRECTORS	Management	Unknown	Take No Action
7	APPOINT MR. FRANCOIS DAVID AS A MEMBER OF THE BOARD OF DIRECTORS	Management	Unknown	Take No Action
8	APPROVE TO CANCEL THE SHARES IN THE COMPANY HELD BY THE COMPANY, UP TO A MAXIMUM OF 5,727,515 SHARES AND AUTHORIZE THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICERS, WITH POWERS OF SUBSTITUTION, TO IMPLEMENT THIS RESOLUTION IN ACCORDANCE WITH DUTCH LAW	Management	Unknown	Take No Action
9	AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION OF THE AUTHORITY OF 06 MAY 2003, TO REPURCHASE SHARES OF THE COMPANY, BY ANY MEANS, INCLUDING DERIVATIVE PRODUCTS, ON ANY STOCK EXCHANGE OR OTHERWISE, AS LONG AS, UPON SUCH REPURCHASE, THE COMPANY WILL NOT HOLD MORE THAN 5% OF THE COMPANY S ISSUED SHARE CAPITAL AND AT A PRICE NOT LESS THAN THE NOMINAL VALUE AND NOT MORE THAN 110% OF THE PRICE AT WHICH THE COMPANY S SHARES WERE QUOTED AT CLOSE OF BUSINESS ON ANY STOCK EXCHANGE ON THE TRADING DAY B...	Management	Unknown	Take No Action
10	PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 27 APR 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU	N/A	N/A	N/A

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

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

ISSUER NAME: GENCORP INC. MEETING DATE: 03/31/2004
TICKER: GY     SECURITY ID: 368682100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J. ROBERT ANDERSON AS A DIRECTOR	Management	For	For
1.2	ELECT TERRY L. HALL AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT A. WOLFE AS A DIRECTOR	Management	For	For
2	TO RATIFY THE AUDIT COMMITTEE S SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.	Management	For	For

ISSUER NAME: GENERAL DYNAMICS CORPORATION MEETING DATE: 05/05/2004
TICKER: GD     SECURITY ID: 369550108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT N.D. CHABRAJA AS A DIRECTOR	Management	For	For
1.2	ELECT J.S. CROWN AS A DIRECTOR	Management	For	For
1.3	ELECT L. CROWN AS A DIRECTOR	Management	For	For
1.4	ELECT W.P. FRICKS AS A DIRECTOR	Management	For	For
1.5	ELECT C.H. GOODMAN AS A DIRECTOR	Management	For	For
1.6	ELECT J.L. JOHNSON AS A DIRECTOR	Management	For	For
1.7	ELECT G.A. JOULWAN AS A DIRECTOR	Management	For	For
1.8	ELECT P.G. KAMINSKI AS A DIRECTOR	Management	For	For
1.9	ELECT J.M. KEANE AS A DIRECTOR	Management	For	For
1.10	ELECT L.L. LYLES AS A DIRECTOR	Management	For	For
1.11	ELECT C.E. MUNDY, JR. AS A DIRECTOR	Management	For	For
1.12	ELECT R. WALMSLEY AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE EQUITY COMPENSATION PLAN.	Management	For	Against
3	SHAREHOLDER PROPOSAL WITH REGARD TO POISON PILLS.	Shareholder	Against	For
4	SHAREHOLDER PROPOSAL WITH REGARD TO FOREIGN MILITARY SALES.	Shareholder	Against	Against

ISSUER NAME: GENERAL MOTORS CORPORATION MEETING DATE: 10/03/2003
TICKER: GMH     SECURITY ID: 370442832
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF THE FIRST GM CHARTER AMENDMENT	Management	For	For
2	RATIFICATION OF THE NEW HUGHES CERTIFICATE OF INCORPORATION	Management	For	For
3	RATIFICATION OF THE HUGHES SPLIT-OFF, INCLUDING THE SPECIAL DIVIDEND	Management	For	For
4	RATIFICATION OF THE GM/NEWS STOCK SALE	Management	For	For
5	RATIFICATION OF THE NEWS STOCK ACQUISITION	Management	For	For
6	APPROVAL OF THE SECOND GM CHARTER AMENDMENT	Management	For	For

ISSUER NAME: GOODRICH CORPORATION MEETING DATE: 04/27/2004
TICKER: GR     SECURITY ID: 382388106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DIANE C. CREEL AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE A. DAVIDSON, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT HARRIS E. DELOACH, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES J. GLASSER AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES W. GRIFFITH AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM R. HOLLAND AS A DIRECTOR	Management	For	For
1.7	ELECT MARSHALL O. LARSEN AS A DIRECTOR	Management	For	For
1.8	ELECT DOUGLAS E. OLESEN AS A DIRECTOR	Management	For	For
1.9	ELECT ALFRED M. RANKIN, JR. AS A DIRECTOR	Management	For	For
1.10	ELECT JAMES R. WILSON AS A DIRECTOR	Management	For	For
1.11	ELECT A. THOMAS YOUNG AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2004.	Management	For	For

ISSUER NAME: HARRIS CORPORATION MEETING DATE: 10/24/2003
TICKER: HRS     SECURITY ID: 413875105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOSEPH L. DIONNE AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID B. RICKARD AS A DIRECTOR	Management	For	For
1.3	ELECT GREGORY T. SWIENTON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS	Management	For	For

ISSUER NAME: HONEYWELL INTERNATIONAL INC. MEETING DATE: 04/26/2004
TICKER: HON     SECURITY ID: 438516106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES J. HOWARD AS A DIRECTOR	Management	For	For
1.2	ELECT BRUCE KARATZ AS A DIRECTOR	Management	For	For
1.3	ELECT RUSSELL E. PALMER AS A DIRECTOR	Management	For	For
1.4	ELECT IVAN G. SEIDENBERG AS A DIRECTOR	Management	For	For
1.5	ELECT ERIC K. SHINSEKI AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF INDEPENDENT ACCOUNTANTS	Management	For	For
3	ANNUAL ELECTION OF DIRECTORS	Shareholder	Against	For
4	SHAREOWNER VOTING PROVISIONS	Shareholder	Against	For
5	SHAREOWNER INPUT - GOLDEN PARACHUTES	Shareholder	Against	Against
6	RESOLUTION ON PAY DISPARITY	Shareholder	Against	Against
7	CUMULATIVE VOTING	Shareholder	Against	Abstain

ISSUER NAME: L-3 COMMUNICATIONS HOLDINGS, INC. MEETING DATE: 04/27/2004
TICKER: LLL     SECURITY ID: 502424104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CLAUDE R. CANIZARES AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS A. CORCORAN AS A DIRECTOR	Management	For	For
1.3	ELECT ALAN H. WASHKOWITZ AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.	Management	For	For
3	APPROVAL OF AMENDMENT TO THE 1999 LONG TERM PERFORMANCE PLAN.	Management	For	For
4	RATIFICATION OF THE TERMS OF PERFORMANCE-BASED COMPENSATION UNDER THE 1999 LONG TERM PERFORMANCE PLAN.	Management	For	For

ISSUER NAME: LOCKHEED MARTIN CORPORATION MEETING DATE: 04/22/2004
TICKER: LMT     SECURITY ID: 539830109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT E.C."PETE"ALDRIDGE, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT NOLAN D. ARCHIBALD AS A DIRECTOR	Management	For	For
1.3	ELECT NORMAN R. AUGUSTINE AS A DIRECTOR	Management	For	For
1.4	ELECT MARCUS C. BENNETT AS A DIRECTOR	Management	For	For
1.5	ELECT VANCE D. COFFMAN AS A DIRECTOR	Management	For	For
1.6	ELECT GWENDOLYN S. KING AS A DIRECTOR	Management	For	For
1.7	ELECT DOUGLAS H. MCCORKINDALE AS A DIRECTOR	Management	For	For
1.8	ELECT EUGENE F. MURPHY AS A DIRECTOR	Management	For	For
1.9	ELECT JOSEPH W. RALSTON AS A DIRECTOR	Management	For	For
1.10	ELECT FRANK SAVAGE AS A DIRECTOR	Management	For	Withhold
1.11	ELECT ANNE STEVENS AS A DIRECTOR	Management	For	For
1.12	ELECT ROBERT J. STEVENS AS A DIRECTOR	Management	For	For
1.13	ELECT JAMES R. UKROPINA AS A DIRECTOR	Management	For	For
1.14	ELECT DOUGLAS C. YEARLEY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
3	STOCKHOLDER PROPOSAL BY EVELYN Y. DAVIS	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL BY JOHN CHEVEDDEN	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL BY UNITED ASSOCIATION S&P 500 INDEX FUND	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL BY THE SISTERS OF MERCY AND OTHER GROUPS	Shareholder	Against	Against

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

ISSUER NAME: MERCURY COMPUTER SYSTEMS, INC. MEETING DATE: 11/17/2003
TICKER: MRCY     SECURITY ID: 589378108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES R. BERTELLI AS A DIRECTOR	Management	For	For
1.2	ELECT RUSSELL K. JOHNSEN AS A DIRECTOR	Management	For	For
2	TO APPROVE AN AMENDMENT TO THE MERCURY COMPUTER SYSTEMS, INC. 1997 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 1,000,000 SHARES, FROM 6,650,000 SHARES TO 7,650,000 SHARES.	Management	For	For
3	TO APPROVE AN AMENDMENT TO THE MERCURY COMPUTER SYSTEMS, INC. 1997 STOCK OPTION PLAN TO AUTHORIZE GRANTS OF RESTRICTED STOCK THEREUNDER UP TO 100,000 SHARES IN THE AGGREGATE AND TO MAKE CORRESPONDING CHANGES AS DISCUSSED IN THE PROXY STATEMENT.	Management	For	For

ISSUER NAME: NORTHROP GRUMMAN CORPORATION MEETING DATE: 05/18/2004
TICKER: NOC     SECURITY ID: 666807102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEWIS W. COLEMAN AS A DIRECTOR	Management	For	For
1.2	ELECT J. MICHAEL COOK AS A DIRECTOR	Management	For	For
1.3	ELECT PHILIP A. ODEEN AS A DIRECTOR	Management	For	For
1.4	ELECT AULANA L. PETERS AS A DIRECTOR	Management	For	For
1.5	ELECT KEVIN W. SHARER AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR.	Management	For	For
3	SHAREHOLDER PROPOSAL REGARDING CRITERIA FOR MILITARY CONTRACTS.	Shareholder	Against	Against
4	SHAREHOLDER PROPOSAL REGARDING THE CLASSIFIED BOARD.	Shareholder	Against	For

ISSUER NAME: PRECISION CASTPARTS CORP. MEETING DATE: 08/13/2003
TICKER: PCP     SECURITY ID: 740189105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK DONEGAN AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM C. MCCORMICK AS A DIRECTOR	Management	For	For
1.3	ELECT VERNON E. OECHSLE AS A DIRECTOR	Management	For	For
2	AMENDMENT TO THE 1998 EMPLOYEE STOCK PURCHASE PLAN	Management	For	For

ISSUER NAME: RAYTHEON COMPANY MEETING DATE: 05/05/2004
TICKER: RTN     SECURITY ID: 755111507
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN DEUTCH-2007 AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL RUETTGERS-2007 AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM SPIVEY-2007 AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM SWANSON-2007 AS A DIRECTOR	Management	For	For
1.5	ELECT LINDA STUNTZ-2005 AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT AUDITORS	Management	For	For
3	ETHICAL CRITERIA FOR MILITARY CONTRACTS	Shareholder	Against	Against
4	SHAREHOLDER RIGHTS PLAN	Shareholder	Against	For
5	ANNUAL ELECTION OF DIRECTORS	Shareholder	Against	For
6	MACBRIDE PRINCIPLES	Shareholder	Against	Against
7	EXPENSING STOCK OPTIONS	Shareholder	Against	Against
8	SERP BENEFITS	Shareholder	Against	Against
9	EXECUTIVE COMPENSATION SYSTEM	Shareholder	Against	Against

ISSUER NAME: REMEC, INC. MEETING DATE: 06/11/2004
TICKER: REMC     SECURITY ID: 759543101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ANDRE R. HORN AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT W. SHANER AS A DIRECTOR	Management	For	For
1.3	ELECT MARTIN COOPER AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS A. CORCORAN AS A DIRECTOR	Management	For	For
1.5	ELECT MARK D. DANKBERG AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM H. GIBBS AS A DIRECTOR	Management	For	For
1.7	ELECT HAROLD E. HUGHES, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT JEFFREY M. NASH, PH.D. AS A DIRECTOR	Management	For	For

ISSUER NAME: ROCKWELL COLLINS, INC. MEETING DATE: 02/10/2004
TICKER: COL     SECURITY ID: 774341101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT D.R. BEALL AS A DIRECTOR	Management	For	For
1.2	ELECT R.J. FERRIS AS A DIRECTOR	Management	For	For
2	THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR AUDITORS FOR FISCAL YEAR 2004	Management	For	For

ISSUER NAME: THE BOEING COMPANY MEETING DATE: 05/03/2004
TICKER: BA     SECURITY ID: 097023105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN H. BIGGS AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN E. BRYSON AS A DIRECTOR	Management	For	For
1.3	ELECT LINDA Z. COOK AS A DIRECTOR	Management	For	For
1.4	ELECT ROZANNE L. RIDGWAY AS A DIRECTOR	Management	For	For
2	APPROVE AMENDMENTS TO ELIMINATE CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.	Management	For	For
3	ADVISE ON APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.	Management	For	For
4	PREPARE A REPORT ON MILITARY CONTRACTS.	Shareholder	Against	Against
5	ADOPT HUMAN RIGHTS POLICIES.	Shareholder	Against	Against
6	DECLASSIFY THE BOARD OF DIRECTORS.	Shareholder	Against	For
7	ADOPT SIMPLE MAJORITY VOTE.	Shareholder	Against	For
8	REQUIRE APPROVAL OF SEVERANCE AGREEMENTS.	Shareholder	Against	Against
9	ADOPT RETENTION OF STOCK POLICY.	Shareholder	Against	Against
10	GIVE EMPLOYEES CHOICE OF PENSION PLANS AT RETIREMENT OR TERMINATION.	Shareholder	Against	Against

ISSUER NAME: THE DIRECTV GROUP, INC. MEETING DATE: 06/02/2004
TICKER: DTV     SECURITY ID: 25459L106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT K. RUPERT MURDOCH AS A DIRECTOR	Management	For	For
1.2	ELECT NEIL R. AUSTRIAN AS A DIRECTOR	Management	For	For
1.3	ELECT CHARLES R. LEE AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE 2004 STOCK PLAN	Management	For	Against
3	APPROVAL OF THE EXECUTIVE OFFICER CASH BONUS PLAN	Management	For	For
4	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS	Management	For	For

ISSUER NAME: TRIMBLE NAVIGATION LIMITED MEETING DATE: 05/19/2004
TICKER: TRMB     SECURITY ID: 896239100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVEN W. BERGLUND AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT S. COOPER AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN B. GOODRICH AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM HART AS A DIRECTOR	Management	For	For
1.5	ELECT ULF J. JOHANSSON AS A DIRECTOR	Management	For	For
1.6	ELECT BRADFORD W. PARKINSON AS A DIRECTOR	Management	For	For
1.7	ELECT NICKOLAS W. VANDE STEEG AS A DIRECTOR	Management	For	For
2	TO APPROVE AN INCREASE OF 1,500,000 SHARES IN THE NUMBER OF SHARES OF THE COMPANY S COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 2002 STOCK PLAN.	Management	For	For
3	TO APPROVE AN INCREASE OF 300,000 SHARES IN THE NUMBER OF SHARES OF THE COMPANY S COMMON STOCK AVAILABLE FOR PURCHASE UNDER THE 1988 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
4	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: TRIUMPH GROUP, INC. MEETING DATE: 07/21/2003
TICKER: TGI     SECURITY ID: 896818101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD C. ILL AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN R. BARTHOLDSON AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD C. GOZON AS A DIRECTOR	Management	For	For
1.4	ELECT CLAUDE F. KRONK AS A DIRECTOR	Management	For	For
1.5	ELECT JOSEPH M. SILVESTRI AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM O. ALBERTINI AS A DIRECTOR	Management	For	For
1.7	ELECT GEORGE SIMPSON AS A DIRECTOR	Management	For	For
2	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: UNITED DEFENSE INDUSTRIES, INC. MEETING DATE: 04/13/2004
TICKER: UDI     SECURITY ID: 91018B104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRANK C. CARLUCCI AS A DIRECTOR	Management	For	For
1.2	ELECT PETER J. CLARE AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM E. CONWAY, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT C. THOMAS FAULDERS, III AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT J. NATTER AS A DIRECTOR	Management	For	For
1.6	ELECT J.H. BINFORD PEAY, III AS A DIRECTOR	Management	For	For
1.7	ELECT THOMAS W. RABAUT AS A DIRECTOR	Management	For	For
1.8	ELECT FRANCIS RABORN AS A DIRECTOR	Management	For	For
1.9	ELECT JOHN M. SHALIKASHVILI AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDED AND RESTATED PLAN.	Management	For	For

ISSUER NAME: UNITED TECHNOLOGIES CORPORATION MEETING DATE: 04/14/2004
TICKER: UTX     SECURITY ID: 913017109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BETSY J. BERNARD AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE DAVID AS A DIRECTOR	Management	For	For
1.3	ELECT JEAN-PIERRE GARNIER AS A DIRECTOR	Management	For	For
1.4	ELECT JAMIE S. GORELICK AS A DIRECTOR	Management	For	For
1.5	ELECT CHARLES R. LEE AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD D. MCCORMICK AS A DIRECTOR	Management	For	For
1.7	ELECT HAROLD MCGRAW III AS A DIRECTOR	Management	For	For
1.8	ELECT FRANK P. POPOFF AS A DIRECTOR	Management	For	For
1.9	ELECT H. PATRICK SWYGERT AS A DIRECTOR	Management	For	For
1.10	ELECT ANDRE VILLENEUVE AS A DIRECTOR	Management	For	For
1.11	ELECT H.A. WAGNER AS A DIRECTOR	Management	For	For
1.12	ELECT CHRISTINE TODD WHITMAN AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
3	SHAREOWNER PROPOSAL CONCERNING DISCLOSURE OF EXECUTIVE COMPENSATION	Shareholder	Against	Against
4	SHAREOWNER PROPOSAL CONCERNING ETHICAL CRITERIA FOR MILITARY CONTRACTS	Shareholder	Against	Against
5	SHAREOWNER PROPOSAL CONCERNING PERFORMANCE BASED SENIOR EXECUTIVE STOCK OPTIONS	Shareholder	Against	Against
6	SHAREOWNER PROPOSAL CONCERNING AN INDEPENDENT CHAIRMAN OF THE BOARD	Shareholder	Against	Against

ISSUER NAME: VIASAT, INC. MEETING DATE: 09/11/2003
TICKER: VSAT     SECURITY ID: 92552V100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT W. JOHNSON AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM A. OWENS AS A DIRECTOR	Management	For	For
2	TO APPROVE THE SECOND AMENDED AND RESTATED 1996 EQUITY PARTICIPATION PLAN OF VIASAT, INC.	Management	For	For