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 Natural Gas 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 12:53:22 PM

EXHIBIT A

VOTE SUMMARY REPORT
Select Natural Gas 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: APACHE CORPORATION MEETING DATE: 12/18/2003
TICKER: APA     SECURITY ID: 037411105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY S COMMON STOCK FROM 215,000,000 SHARES TO 430,000,000 SHARES.	Management	For	For

ISSUER NAME: APACHE CORPORATION MEETING DATE: 05/06/2004
TICKER: APA     SECURITY ID: 037411105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EUGENE C. FIEDOREK AS A DIRECTOR	Management	For	For
1.2	ELECT PATRICIA ALBJERG GRAHAM AS A DIRECTOR	Management	For	For
1.3	ELECT F.H. MERELLI AS A DIRECTOR	Management	For	For
1.4	ELECT RAYMOND PLANK AS A DIRECTOR	Management	For	For
2	TO APPROVE STOCKHOLDER PROPOSAL RELATING TO CLIMATE CHANGE.	Shareholder	Against	Against

ISSUER NAME: BAKER HUGHES INCORPORATED MEETING DATE: 04/28/2004
TICKER: BHI     SECURITY ID: 057224107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDWARD P. DJEREJIAN AS A DIRECTOR	Management	For	For
1.2	ELECT H. JOHN RILEY, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT CHARLES L. WATSON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT AUDITOR FOR FISCAL YEAR 2004.	Management	For	For
3	STOCKHOLDER PROPOSAL NO. 1 - REGARDING CLASSIFIED BOARDS.	Shareholder	Against	For
4	STOCKHOLDER PROPOSAL NO. 2 - REGARDING POISON PILLS.	Shareholder	Against	Against

ISSUER NAME: BJ SERVICES COMPANY MEETING DATE: 01/22/2004
TICKER: BJS     SECURITY ID: 055482103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DON D. JORDAN AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM H. WHITE AS A DIRECTOR	Management	For	For
2	THE 2003 INCENTIVE PLAN.	Management	For	For
3	THE STOCKHOLDER PROPOSAL ON THE COMPANY S OPERATIONS IN BURMA.	Shareholder	Against	Against

ISSUER NAME: BURLINGTON RESOURCES INC. MEETING DATE: 04/21/2004
TICKER: BR     SECURITY ID: 122014103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT B.T. ALEXANDER AS A DIRECTOR	Management	For	For
1.2	ELECT R.V. ANDERSON AS A DIRECTOR	Management	For	For
1.3	ELECT L.I. GRANT AS A DIRECTOR	Management	For	For
1.4	ELECT R.J. HARDING AS A DIRECTOR	Management	For	For
1.5	ELECT J.T. LAMACCHIA AS A DIRECTOR	Management	For	For
1.6	ELECT R.L. LIMBACHER AS A DIRECTOR	Management	For	For
1.7	ELECT J.F. MCDONALD AS A DIRECTOR	Management	For	For
1.8	ELECT K.W. ORCE AS A DIRECTOR	Management	For	For
1.9	ELECT D.M. ROBERTS AS A DIRECTOR	Management	For	For
1.10	ELECT J.A. RUNDE AS A DIRECTOR	Management	For	For
1.11	ELECT J.F. SCHWARZ AS A DIRECTOR	Management	For	For
1.12	ELECT W. SCOTT, JR. AS A DIRECTOR	Management	For	For
1.13	ELECT B.S. SHACKOULS AS A DIRECTOR	Management	For	For
1.14	ELECT S.J. SHAPIRO AS A DIRECTOR	Management	For	For
1.15	ELECT W.E. WADE, JR. AS A DIRECTOR	Management	For	For
2	APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY TO 650,000,000.	Management	For	For
3	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR THE YEAR ENDED DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: COOPER CAMERON CORPORATION MEETING DATE: 05/13/2004
TICKER: CAM     SECURITY ID: 216640102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LAMAR NORSWORTHY AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL E. PATRICK AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR 2004	Management	For	For
3	VOTE ON A STOCKHOLDER PROPOSAL	Shareholder	Against	Against

ISSUER NAME: DENBURY RESOURCES INC. MEETING DATE: 05/12/2004
TICKER: DNR     SECURITY ID: 247916208
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RONALD G. GREENE AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID I. HEATHER AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM S. PRICE, III AS A DIRECTOR	Management	For	For
1.4	ELECT GARETH ROBERTS AS A DIRECTOR	Management	For	For
1.5	ELECT WIELAND F. WETTSTEIN AS A DIRECTOR	Management	For	For
1.6	ELECT CARRIE A. WHEELER AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE A NEW OMNIBUS STOCK AND INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: DIAMOND OFFSHORE DRILLING, INC. MEETING DATE: 05/18/2004
TICKER: DO     SECURITY ID: 25271C102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES S. TISCH AS A DIRECTOR	Management	For	For
1.2	ELECT LAWRENCE R. DICKERSON AS A DIRECTOR	Management	For	For
1.3	ELECT ALAN R. BATKIN AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES L. FABRIKANT AS A DIRECTOR	Management	For	For
1.5	ELECT HERBERT C. HOFMANN AS A DIRECTOR	Management	For	For
1.6	ELECT ARTHUR L. REBELL AS A DIRECTOR	Management	For	For
1.7	ELECT RAYMOND S. TROUBH AS A DIRECTOR	Management	For	For
2	TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE AMENDED AND RESTATED DIAMOND OFFSHORE DRILLING, INC. 2000 STOCK OPTION PLAN.	Management	For	Against
3	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004.	Management	For	For

ISSUER NAME: ENCANA CORP MEETING DATE: 04/28/2004
TICKER: --     SECURITY ID: 292505104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDITORS REPORT FOR THE YE 31 DEC 2003	N/A	N/A	N/A
2	ELECT MR. MICHAEL N. CHERNOFF AS A DIRECTOR	Management	Unknown	For
3	ELECT MR. RALPH S. CUNNINGHAM AS A DIRECTOR	Management	Unknown	For
4	ELECT MR. PATRICK D. DANIEL AS A DIRECTOR	Management	Unknown	For
5	ELECT MR. IAN W. DELANEY AS A DIRECTOR	Management	Unknown	For
6	ELECT MR. WILLIAM R. FATT AS A DIRECTOR	Management	Unknown	For
7	ELECT MR. MICHAEL A. GRANDIN AS A DIRECTOR	Management	Unknown	For
8	ELECT MR. BARRY W. HARRISON AS A DIRECTOR	Management	Unknown	For
9	ELECT MR. RICHARD F. HASKAYNE AS A DIRECTOR	Management	Unknown	For
10	ELECT MR. DALE A. LUCAS AS A DIRECTOR	Management	Unknown	For
11	ELECT MR. KEN F. MCCREADY AS A DIRECTOR	Management	Unknown	For
12	ELECT MR. GWYN MORGAN AS A DIRECTOR	Management	Unknown	For
13	ELECT MR. VALERIE A.A. NIELSEN AS A DIRECTOR	Management	Unknown	For
14	ELECT MR. DAVID P. O BRIEN AS A DIRECTOR	Management	Unknown	For
15	ELECT MR. JANE L. PEVERETT AS A DIRECTOR	Management	Unknown	For
16	ELECT MR. DENNIS A. SHARP AS A DIRECTOR	Management	Unknown	For
17	ELECT MR. JAMES M. STANFORD AS A DIRECTOR	Management	Unknown	For
18	APPOINT PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS THE AUDITORS OFTHE CORPORATION AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION	Management	Unknown	For
19	APPROVE THE NEW BY-LAW NO.1 NEW BY-LAW NO.1 WHICH REPLACED ENCANA S BY-LAWSIN EFFECT IMMEDIATELY PRIOR TO 18 FEB 2004; NEW BY-LAW NO.1 SETS FORTH THE GENERAL RULES WITH RESPECT TO THE BUSINESS AND AFFAIRS OF THE CORPORATION, INCLUDING THE FRAMEWORK FOR THE EXECUTION OF DOCUMENTS ON BEHALF OF THE CORPORATION, THE BORROWING POWERS OF THE BOARD, THE FORMALITIES ASSOCIATED WITH MEETINGS OF THE BOARD, THE FORMALITIES ASSOCIATED WITH SHAREHOLDER MEETINGS, THE APPOINTMENT OF OFFICERS, THE DIVISION O...	Management	Unknown	For
20	AMEND THE RIGHTS PLAN TO CONTINUE IN EFFECT AFTER THE MEETING, IT MUST BE RECONFIRMED BY A SIMPLE MAJORITY OF VOTES CAST BY THE INDEPENDENT SHAREHOLDERS AT THE MEETING; INDEPENDENT SHAREHOLDERS IS DEFINED IN THE RIGHTS PLAN, IN EFFECT, AS ALL HOLDERS OF COMMON SHARES, EXCLUDING ANY ACQUIRING PERSON AS SPECIFIED , ANY PERSON THAT IS MAKING OR HAS ANNOUNCED A CURRENT INTENTION TO MAKE A TAKE-OVER BID FOR THE COMMON SHARES, AFFILIATES, ASSOCIATES AND PERSONS ACTING JOINTLY OR IN CONCERT WITH SUCH ...	Management	Unknown	For
21	TRANSACT SUCH OTHER BUSINESS	N/A	N/A	N/A

ISSUER NAME: ENCANA CORPORATION MEETING DATE: 04/28/2004
TICKER: ECA     SECURITY ID: 292505104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL N. CHERNOFF AS A DIRECTOR	Management	For	For
1.2	ELECT RALPH S. CUNNINGHAM AS A DIRECTOR	Management	For	For
1.3	ELECT PATRICK D. DANIEL AS A DIRECTOR	Management	For	For
1.4	ELECT IAN W. DELANEY AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM R. FATT AS A DIRECTOR	Management	For	For
1.6	ELECT MICHAEL A. GRANDIN AS A DIRECTOR	Management	For	For
1.7	ELECT BARRY W. HARRISON AS A DIRECTOR	Management	For	For
1.8	ELECT RICHARD F. HASKAYNE AS A DIRECTOR	Management	For	For
1.9	ELECT DALE A. LUCAS AS A DIRECTOR	Management	For	For
1.10	ELECT KEN F. MCCREADY AS A DIRECTOR	Management	For	For
1.11	ELECT GWYN MORGAN AS A DIRECTOR	Management	For	For
1.12	ELECT VALERIE A.A. NIELSEN AS A DIRECTOR	Management	For	For
1.13	ELECT DAVID P. O'BRIEN AS A DIRECTOR	Management	For	For
1.14	ELECT JANE L. PEVERETT AS A DIRECTOR	Management	For	For
1.15	ELECT DENNIS A. SHARP AS A DIRECTOR	Management	For	For
1.16	ELECT JAMES M. STANFORD AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF AUDITORS - PRICEWATERHOUSECOOPERS LLP AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS.	Management	For	For
3	CONFIRMATION OF NEW BY-LAW NO. 1 (AS DESCRIBED ON PAGE 8 AND IN APPENDIX A OF THE ACCOMPANYING INFORMATION CIRCULAR).	Management	For	For
4	APPROVAL OF AMENDMENTS AND RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN (AS DESCRIBED ON PAGES 8-11 AND IN APPENDIX B OF THE ACCOMPANYING INFORMATION CIRCULAR).	Management	For	For

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

ISSUER NAME: ENSCO INTERNATIONAL INCORPORATED MEETING DATE: 05/11/2004
TICKER: ESV     SECURITY ID: 26874Q100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID M. CARMICHAEL AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS L. KELLY II AS A DIRECTOR	Management	For	For
1.3	ELECT RITA M. RODRIGUEZ AS A DIRECTOR	Management	For	For

ISSUER NAME: EQUITABLE RESOURCES, INC. MEETING DATE: 04/14/2004
TICKER: EQT     SECURITY ID: 294549100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEE T. TODD, JR., PH.D. AS A DIRECTOR	Management	For	For
1.2	ELECT MURRY S. GERBER AS A DIRECTOR	Management	For	For
1.3	ELECT GEORGE L. MILES, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES W. WHALEN AS A DIRECTOR	Management	For	For
2	APPROVE AMENDMENT AND RESTATEMENT OF THE EQUITABLE RESOURCES, INC. 1999 LONG-TERM INCENTIVE PLAN.	Management	For	For
3	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS.	Management	For	For

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

ISSUER NAME: 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: GLOBALSANTAFE CORPORATION MEETING DATE: 06/09/2004
TICKER: GSF     SECURITY ID: G3930E101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FERDINAND A. BERGER AS A DIRECTOR	Management	For	For
1.2	ELECT KHALED R. AL-HAROON AS A DIRECTOR	Management	For	For
1.3	ELECT EDWARD R. MULLER AS A DIRECTOR	Management	For	For
1.4	ELECT PAUL J. POWERS AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN L. WHITMIRE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO PERMIT TELEPHONIC AND INTERNET VOTING BY RECORD SHAREHOLDERS.	Management	For	For
3	PROPOSAL TO APPROVE A SPECIAL RESOLUTION TO AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES OF ASSOCIATION TO REMOVE THE LANGUAGE NO SHARE OWNERSHIP QUALIFICATION FOR DIRECTORS SHALL BE REQUIRED.	Management	For	For
4	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: GRANT PRIDECO, INC. MEETING DATE: 05/11/2004
TICKER: GRP     SECURITY ID: 38821G101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID J. BUTTERS AS A DIRECTOR	Management	For	For
1.2	ELECT ELIOT M. FRIED AS A DIRECTOR	Management	For	For
1.3	ELECT DENNIS R. HENDRIX AS A DIRECTOR	Management	For	For
1.4	ELECT HAROLD E. LAYMAN AS A DIRECTOR	Management	For	For
1.5	ELECT SHELDON B. LUBAR AS A DIRECTOR	Management	For	For
1.6	ELECT MICHAEL MCSHANE AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT K. MOSES, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT JOSEPH E. REID AS A DIRECTOR	Management	For	For
1.9	ELECT DAVID A. TRICE AS A DIRECTOR	Management	For	For

ISSUER NAME: GREY WOLF, INC. MEETING DATE: 05/11/2004
TICKER: GW     SECURITY ID: 397888108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES K.B. NELSON AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT E. ROSE AS A DIRECTOR	Management	For	For

ISSUER NAME: HALLIBURTON COMPANY MEETING DATE: 05/19/2004
TICKER: HAL     SECURITY ID: 406216101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT R.L. CRANDALL AS A DIRECTOR	Management	For	For
1.2	ELECT K.T. DERR AS A DIRECTOR	Management	For	For
1.3	ELECT C.J. DIBONA AS A DIRECTOR	Management	For	For
1.4	ELECT W.R. HOWELL AS A DIRECTOR	Management	For	For
1.5	ELECT R.L. HUNT AS A DIRECTOR	Management	For	For
1.6	ELECT D.J. LESAR AS A DIRECTOR	Management	For	For
1.7	ELECT A.B. LEWIS AS A DIRECTOR	Management	For	For
1.8	ELECT J.L. MARTIN AS A DIRECTOR	Management	For	For
1.9	ELECT J.A. PRECOURT AS A DIRECTOR	Management	For	For
1.10	ELECT D.L. REED AS A DIRECTOR	Management	For	For
1.11	ELECT C.J. SILAS AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND HALLIBURTON S CERTIFICATE OF INCORPORATION.	Management	For	For
3	STOCKHOLDER PROPOSAL ON OPERATIONS IN IRAN.	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL ON DIRECTOR ELECTION VOTE THRESHOLD.	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL TO SEPARATE CHAIRMAN/CEO.	Shareholder	Against	Against

ISSUER NAME: HARVEST NATURAL RESOURCES, INC. MEETING DATE: 05/20/2004
TICKER: HNR     SECURITY ID: 41754V103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEPHEN D. CHESEBRO' AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN U. CLARKE AS A DIRECTOR	Management	For	For
1.3	ELECT BYRON A. DUNN AS A DIRECTOR	Management	For	For
1.4	ELECT H.H. HARDEE AS A DIRECTOR	Management	For	For
1.5	ELECT PETER J. HILL AS A DIRECTOR	Management	For	For
1.6	ELECT PATRICK M. MURRAY AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 2004.	Management	For	For
3	TO APPROVE THE HARVEST NATURAL RESOURCES 2004 LONG TERM INCENTIVE PLAN.	Management	For	For

ISSUER NAME: KEYSPAN CORPORATION MEETING DATE: 05/20/2004
TICKER: KSE     SECURITY ID: 49337W100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT B. CATELL AS A DIRECTOR	Management	For	For
1.2	ELECT ANDREA S. CHRISTENSEN AS A DIRECTOR	Management	For	For
1.3	ELECT ALAN H. FISHMAN AS A DIRECTOR	Management	For	For
1.4	ELECT J. ATWOOD IVES AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES R. JONES AS A DIRECTOR	Management	For	For
1.6	ELECT JAMES L. LAROCCA AS A DIRECTOR	Management	For	For
1.7	ELECT GLORIA C. LARSON AS A DIRECTOR	Management	For	For
1.8	ELECT STEPHEN W. MCKESSY AS A DIRECTOR	Management	For	For
1.9	ELECT EDWARD D. MILLER AS A DIRECTOR	Management	For	For
1.10	ELECT VIKKI L. PRYOR AS A DIRECTOR	Management	For	For
2	RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.	Management	For	For
3	SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHTS PLAN.	Shareholder	Against	For

ISSUER NAME: MASSEY ENERGY COMPANY MEETING DATE: 05/18/2004
TICKER: MEE     SECURITY ID: 576206106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM R. GRANT AS A DIRECTOR	Management	For	For
1.2	ELECT DAN R. MOORE AS A DIRECTOR	Management	For	For
1.3	ELECT MARTHA R. SEGER AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS FOR 2004.	Management	For	For
3	APPROVAL OF SHAREHOLDER PROPOSAL TO AMEND THE BYLAWS OF MASSEY ENERGY COMPANY TO REQUIRE THE BOARD OF DIRECTORS TO SEEK SHAREHOLDER APPROVAL FOR FUTURE SEVERANCE AGREEMENTS WITH SENIOR EXECUTIVES.	Shareholder	Against	Against

ISSUER NAME: MCDERMOTT INTERNATIONAL, INC. MEETING DATE: 12/17/2003
TICKER: MDR     SECURITY ID: 580037109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RESOLUTION APPROVING THE SETTLEMENT AGREEMENT; THE SETTLEMENT CONTEMPLATED BY THE SETTLEMENT AGREEMENT, INCLUDING THE DISPOSITION OF ASSETS OF MCDERMOTT; AND MCDERMOTT S EXECUTION AND DELIVERY OF, AND PERFORMANCE UNDER, THE SETTLEMENT AGREEMENT; IN EACH CASE SUBJECT TO THE SUBSEQUENT APPROVAL OF MCDERMOTT S BOARD OF DIRECTORS.	Management	For	For

ISSUER NAME: NABORS INDUSTRIES LTD. MEETING DATE: 06/01/2004
TICKER: NBR     SECURITY ID: G6359F103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES L. PAYNE AS A DIRECTOR	Management	For	For
1.2	ELECT HANS W. SCHMIDT AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET AUDITORS REMUNERATION.	Management	For	For
3	SHAREHOLDER PROPOSAL TO CHANGE NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE.	Shareholder	Against	Against

ISSUER NAME: NOBLE CORPORATION MEETING DATE: 04/22/2004
TICKER: NE     SECURITY ID: G65422100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL A. CAWLEY AS A DIRECTOR	Management	For	For
1.2	ELECT LUKE R. CORBETT AS A DIRECTOR	Management	For	For
1.3	ELECT JACK E. LITTLE AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS FOR 2004.	Management	For	For

ISSUER NAME: NUVISTA ENERGY LTD MEETING DATE: 05/18/2004
TICKER: --     SECURITY ID: 67072Q104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE AND APPROVE THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 02 JUL 2003 ENDED 31 DEC 2003, TOGETHER WITH THE REPORT OF THE AUDITORS AND THE REPORT OF THE BOARD OF DIRECTORS	N/A	N/A	N/A
2	APPROVE TO FIX THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING BE 7	Management	Unknown	For
3	ELECT MR. KEITH A. MACPHAIL AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
4	ELECT MR. W. PETER COMBER AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
5	ELECT MR. PENTTI K. KARKKAINEN AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
6	ELECT MR. RONALD J. POELZER AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
7	ELECT MR. ALEX G. VERGE AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
8	ELECT MR. CLAYTON H. WOITAS AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
9	ELECT MR. GRANT A. ZAWALSKY AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
10	APPROVE THAT THE MAXIMUM OF COMMON SHARES ISSUABLE UNDER STOCK OPTIONS GRANTED UNDER THE STOCK OPTION PLAN OF THE COMPANY, BE INCREASED BY 250,000 COMMON SHARES	Management	Unknown	For
11	TRANSACT ANY OTHER BUSINESS	N/A	N/A	N/A

ISSUER NAME: OCCIDENTAL PETROLEUM CORPORATION MEETING DATE: 04/30/2004
TICKER: OXY     SECURITY ID: 674599105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RONALD W. BURKLE AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN S. CHALSLY AS A DIRECTOR	Management	For	For
1.3	ELECT EDWARD P. DJEREJIAN AS A DIRECTOR	Management	For	For
1.4	ELECT R. CHAD DREIER AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN E. FEICK AS A DIRECTOR	Management	For	For
1.6	ELECT RAY R. IRANI AS A DIRECTOR	Management	For	For
1.7	ELECT DALE R. LAURANCE AS A DIRECTOR	Management	For	For
1.8	ELECT IRVIN W. MALONEY AS A DIRECTOR	Management	For	For
1.9	ELECT RODOLFO SEGOVIA AS A DIRECTOR	Management	For	For
1.10	ELECT AZIZ D. SYRIANI AS A DIRECTOR	Management	For	For
1.11	ELECT ROSEMARY TOMICH AS A DIRECTOR	Management	For	For
1.12	ELECT WALTER L. WEISMAN AS A DIRECTOR	Management	For	For
2	THE RATIFICATION OF THE SELECTION OF KPMG AS INDEPENDENT AUDITORS.	Management	For	For
3	APPROVAL OF AMENDMENT TO THE RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS.	Management	For	For
4	DISCONTINUANCE OF OPTIONS, RIGHTS AND SEVERANCE PAYMENTS.	Shareholder	Against	Against

ISSUER NAME: PATTERSON-UTI ENERGY, INC. MEETING DATE: 06/29/2004
TICKER: PTEN     SECURITY ID: 703481101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK S. SIEGEL AS A DIRECTOR	Management	For	For
1.2	ELECT CLOYCE A. TALBOTT AS A DIRECTOR	Management	For	For
1.3	ELECT A. GLENN PATTERSON AS A DIRECTOR	Management	For	For
1.4	ELECT KENNETH N. BERNS AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT C. GIST AS A DIRECTOR	Management	For	For
1.6	ELECT CURTIS W. HUFF AS A DIRECTOR	Management	For	For
1.7	ELECT TERRY H. HUNT AS A DIRECTOR	Management	For	For
1.8	ELECT KENNETH R. PEAK AS A DIRECTOR	Management	For	For
1.9	ELECT NADINE C. SMITH AS A DIRECTOR	Management	For	For
2	APPROVE AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.	Management	For	For
3	RE-APPROVE THE CRITERIA UPON WHICH PERFORMANCE OBJECTIVES ARE CURRENTLY BASED IN THE AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN.	Management	For	For
4	APPROVE AN AMENDMENT TO THE COMPANY S AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN TO INCREASE THE AGGREGATE ANNUAL AMOUNT OF CASH THAT MAY BE RECEIVED AS A PERFORMANCE AWARD BY A PARTICIPANT AND TO AMEND THE CRITERIA UPON WHICH PERFORMANCE OBJECTIVES ARE CURRENTLY BASED IN THAT PLAN.	Management	For	For
5	RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: PEABODY ENERGY CORPORATION MEETING DATE: 05/06/2004
TICKER: BTU     SECURITY ID: 704549104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM A. COLEY AS A DIRECTOR	Management	For	For
1.2	ELECT IRL F. ENGELHARDT AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM C. RUSNACK AS A DIRECTOR	Management	For	For
1.4	ELECT ALAN H. WASHKOWITZ AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS.	Management	For	For
3	APPROVAL OF 2004 LONG-TERM EQUITY INCENTIVE PLAN.	Management	For	For
4	STOCKHOLDER PROPOSAL REGARDING DIRECTOR INDEPENDENCE.	Shareholder	Against	Against

ISSUER NAME: PIONEER NATURAL RESOURCES COMPANY MEETING DATE: 05/13/2004
TICKER: PXD     SECURITY ID: 723787107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT R. HARTWELL GARDNER AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES L. HOUGHTON AS A DIRECTOR	Management	For	For
1.3	ELECT LINDA K. LAWSON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS	Management	For	For

ISSUER NAME: POGO PRODUCING COMPANY MEETING DATE: 04/27/2004
TICKER: PPP     SECURITY ID: 730448107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JERRY M. ARMSTRONG AS A DIRECTOR	Management	For	Withhold
1.2	ELECT PAUL G. VAN WAGENEN AS A DIRECTOR	Management	For	Withhold
2	APPROVAL OF THE 2004 INCENTIVE PLAN AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.	Management	For	Against
3	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR 2004.	Management	For	For

ISSUER NAME: PRECISION DRILLING CORPORATION MEETING DATE: 05/11/2004
TICKER: PDS     SECURITY ID: 74022D100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO ELECT AS DIRECTORS FOR THE ENSUING YEAR: W.C. (MICKEY) DUNN, ROBERT J.S. GIBSON, MURRAY K. MULLEN, PATRICK M. MURRAY, FRED W. PHEASEY, ROBERT L. PHILLIPS, HANK B. SWARTOUT, H. GARTH WIGGINS.	Management	For	For
2	TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR.	Management	For	For
3	TO APPROVE THE 2004 STOCK OPTION PLAN AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR.	Management	For	For

ISSUER NAME: PREMCOR INC. MEETING DATE: 05/18/2004
TICKER: PCO     SECURITY ID: 74045Q104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS D. O'MALLEY AS A DIRECTOR	Management	For	For
1.2	ELECT JEFFERSON F. ALLEN AS A DIRECTOR	Management	For	For
1.3	ELECT WAYNE A. BUDD AS A DIRECTOR	Management	For	For
1.4	ELECT STEPHEN I. CHAZEN AS A DIRECTOR	Management	For	For
1.5	ELECT MARSHALL A. COHEN AS A DIRECTOR	Management	For	For
1.6	ELECT DAVID I. FOLEY AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT L. FRIEDMAN AS A DIRECTOR	Management	For	For
1.8	ELECT RICHARD C. LAPPIN AS A DIRECTOR	Management	For	For
1.9	ELECT WILKES MCCLAVE III AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND THE PREMCOR 2002 EQUITY INCENTIVE PLAN.	Management	For	Against
3	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF PREMCOR INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.	Management	For	For

ISSUER NAME: PRIDE INTERNATIONAL, INC. MEETING DATE: 05/18/2004
TICKER: PDE     SECURITY ID: 74153Q102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT L. BARBANELL AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL A. BRAGG AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID A.B. BROWN AS A DIRECTOR	Management	For	For
1.4	ELECT J.C. BURTON AS A DIRECTOR	Management	For	For
1.5	ELECT JORGE E. ESTRADA AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM E. MACAULAY AS A DIRECTOR	Management	For	For
1.7	ELECT RALPH D. MCBRIDE AS A DIRECTOR	Management	For	For
1.8	ELECT DAVID B. ROBSON AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE COMPANY S 2004 DIRECTORS STOCK INCENTIVE PLAN.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004.	Management	For	For

ISSUER NAME: PROGRESS ENERGY LTD MEETING DATE: 05/13/2004
TICKER: --     SECURITY ID: 742981103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE AND APPROVE THE AUDITED FINANCIAL STATEMENTS OF THE CORPORATION FOR THE FYE 31 DEC 2003 TOGETHER WITH THE AUDITORS REPORT THEREON	N/A	N/A	N/A
2	APPROVE TO FIX THE NUMBER OF DIRECTORS TO BE ELECTED AT 6 MEMBERS	Management	Unknown	For
3	ELECT MR. JOHN M. STEWART AS A DIRECTOR UNTIL NEXT ANNUAL MEETING	Management	Unknown	For
4	ELECT MR. DAVID D. JOHNSON AS A DIRECTOR UNTIL NEXT ANNUAL MEETING	Management	Unknown	For
5	ELECT MR. JOHN A. BRUSSA AS A DIRECTOR UNTIL NEXT ANNUAL MEETING	Management	Unknown	For
6	ELECT MR. FREDERIC C. COLES AS A DIRECTOR UNTIL NEXT ANNUAL MEETING	Management	Unknown	For
7	ELECT MR. GARY E. PERRON AS A DIRECTOR UNTIL NEXT ANNUAL MEETING	Management	Unknown	For
8	ELECT MR. TERRANCE D. SVARICH(3 AS A DIRECTOR UNTIL NEXT ANNUAL MEETING	Management	Unknown	For
9	APPOINT KPMG LLP AS THE AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION	Management	Unknown	For
10	AMEND THE STOCK OPTION PLANT THAT: 1) THE NUMBER OF COMMON SHARES ISSUABLE UNDER THE STOCK OPTION PLAN OF PROGRESS ENERGY LTD BE INCREASED BY 1,307,589 COMMON SHARES; 2) THE STOCK OPTION PLAN BE REVISED TO LIMIT THE NUMBER OF OPTIONS THAT CAN BE ISSUED TO NONMANAGEMENT DIRECTORS TO 250,000 COMMON SHARES PER YEAR; 3) AUTHORIZE ANY ONE OFFICER OR DIRECTOR OF THE COMPANY TO EXECUTE AND DELIVER ALL SUCH AGREEMENTS AND DOCUMENTS, WHETHER UNDER THE CORPORATE SEAL OR OTHERWISE, AND TO TAKE ALL ACTION, ...	Management	Unknown	For
11	APPROVE THE STOCK OPTION ROLLING PLAN THAT: 1) AMEND THE COMPANY MANUAL OF THE TORONTO STOCK EXCHANGE TO PROVIDE FOR STOCK OPTION PLANS WITH A NUMBER OF SHARES BASED ON THE OUTSTANDING COMMON SHARES OF THE CORPORATION RATHER THAN A FIXED NUMBER OF COMMON SHARES; AND 2) AUTHORIZE ANY ONE OFFICER OR DIRECTOR OF THE CORPORATION TO EXECUTE AND DELIVER ALL SUCH AGREEMENTS AND DOCUMENTS, WHETHER UNDER THE CORPORATE SEAL OR OTHERWISE, AND TO TAKE ALL ACTION, AS SUCH OFFICER OR DIRECTOR SHALL DEEM NECES...	Management	Unknown	For
12	TRANSACT OTHER BUSINESS	N/A	N/A	N/A

ISSUER NAME: PROGRESS ENERGY LTD MEETING DATE: 06/28/2004
TICKER: --     SECURITY ID: 742981103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVE THAT: 1) THE ARRANGEMENT ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT ALBERTA SUBSTANTIALLY AS SPECIFIED IN THE PLAN OF ARRANGEMENT AND PROXY STATEMENT OF PROGRESS ENERGY LTD. PROGRESS AND CEQUEL ENERGY INC. CEQUEL DATED 21 MAY 2004 ACCOMPANYING THE NOTICE OF THIS MEETING THE INFORMATION CIRCULAR ; 2) THE ARRANGEMENT AGREEMENT THE ARRANGEMENT AGREEMENT DATED AS OF 25 APR 2004 AMONG PROGRESS AND CEQUEL, WITH SUCH AMENDMENTS OR VARIATIONS THERETO MADE IN ACCORD...	Management	Unknown	For
2	APPROVE THE CYRIES INCENTIVE SHARE PLAN	Management	Unknown	For
3	APPROVE THE PROEX STOCK OPTION PLAN	Management	Unknown	For
4	APPROVE THE PERFORMANCE UNIT INCENTIVE PLAN OF PROGRESS ENERGY TRUST	Management	Unknown	For
5	APPROVE AN INITIAL PRIVATE PLACEMENT OF UP TO GBP 3,000,000 OF TRUST UNITS OF THE TRUST, TO DIRECTORS, OFFICERS, EMPLOYEES AND OTHER SERVICE PROVIDERS OF THE TRUST OR PROEX	Management	Unknown	For
6	APPROVE THE ISSUANCE BY CYRIES OF UP TO 3,987,730 CYRIES SHARES AND 3,987,730 CYRIES WARRANTS AND UP TO AND 605,285 CYRIES PERFORMANCE SHARES ON SUCH TERMS AS SPECIFIED	Management	Unknown	For
7	APPROVE THE ISSUANCE BY PROEX OF UP TO 7,188,236 PROEX SHARES ANDS7,188,236 PROEX WARRANTS AND UP TO AND 701,300 PROEX PERFORMANCE SHARES ON SUCH TERMS AS SPECIFIED	Management	Unknown	For
8	APPROVE THAT: 1) THE NUMBER OF COMMON SHARES OF PROGRESS ENERGY LIMITED THE PROGRESS SHARES ISSUABLE UNDER THE STOCK OPTION PLAN THE PROGRESS STOCK OPTION PLAN OF PROGRESS ENERGY LIMITED, AS AMENDED, BE INCREASED BY 1,184,664 PROGRESS SHARES; 2) THE PROGRESS STOCK OPTION PLAN BE REVISED TO LIMIT THE NUMBER OF PROGRESS OPTIONS THAT CAN BE ISSUED TO NON-MANAGEMENT DIRECTORS TO 250,000 PROGRESS SHARES PER YEAR; AND 3) ANY ONE OFFICER OR DIRECTOR OF PROGRESS ENERGY LIMITED BE AUTHORIZED TO EXECU...	Management	Unknown	For
9	RECEIVE THE AUDITED FINANCIAL STATEMENTS OF PROGRESS FOR THE YE 31 DEC 2003 TOGETHER WITH THE AUDITORS REPORT THEREON	N/A	N/A	N/A
10	APPROVE TO FIX THE NUMBER OF DIRECTORS AT 6	Management	Unknown	For
11	ELECT MR. JOHN M. STEWART AS A DIRECTOR	Management	Unknown	For
12	ELECT MR. JOHN A. BRUSSA AS A DIRECTOR	Management	Unknown	For
13	ELECT MR. GARY E. PERRON AS A DIRECTOR	Management	Unknown	For
14	ELECT MR. DAVID D. JOHNSON AS A DIRECTOR	Management	Unknown	For
15	ELECT MR. FREDERIC C. COLES AS A DIRECTOR	Management	Unknown	For
16	ELECT MR. TERRANCE D. SVARICH AS A DIRECTOR	Management	Unknown	For
17	APPOINT KPMG LLP, CHARTERED ACCOUNTANTS, ALBERTA, AS THE AUDITORS OF PROGRESS AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION	Management	Unknown	For

ISSUER NAME: REMINGTON OIL AND GAS CORPORATION MEETING DATE: 05/24/2004
TICKER: REM     SECURITY ID: 759594302
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN E. GOBLE, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM E. GREENWOOD AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT P. MURPHY AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID E. PRENG AS A DIRECTOR	Management	For	For
1.5	ELECT THOMAS W. ROLLINS AS A DIRECTOR	Management	For	For
1.6	ELECT ALAN C. SHAPIRO AS A DIRECTOR	Management	For	For
1.7	ELECT JAMES A. WATT AS A DIRECTOR	Management	For	For
2	ADOPTION OF REMINGTON OIL AND GAS CORPORATION 2004 STOCK INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: ROWAN COMPANIES, INC. MEETING DATE: 04/23/2004
TICKER: RDC     SECURITY ID: 779382100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM T. FOX III AS A DIRECTOR	Management	For	For
1.2	ELECT SIR GRAHAM HEARNE AS A DIRECTOR	Management	For	For
1.3	ELECT H.E. LENTZ AS A DIRECTOR	Management	For	For
1.4	ELECT P. DEXTER PEACOCK AS A DIRECTOR	Management	For	For

ISSUER NAME: SEMPRA ENERGY MEETING DATE: 05/04/2004
TICKER: SRE     SECURITY ID: 816851109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEPHEN L. BAUM AS A DIRECTOR	Management	For	For
1.2	ELECT WILFORD D. GODBOLD, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD G. NEWMAN AS A DIRECTOR	Management	For	For
2	REAPPROVAL OF LONG TERM INCENTIVE PLAN PERFORMANCE GOALS	Management	For	For
3	RATIFICATION OF INDEPENDENT AUDITORS	Management	For	For
4	PROPOSAL REGARDING ANNUAL ELECTION OF DIRECTORS	Shareholder	Against	For
5	PROPOSAL REGARDING SHAREHOLDER RIGHTS PLAN	Shareholder	Against	For
6	PROPOSAL REGARDING AUDITOR SERVICES	Shareholder	Against	Against
7	PROPOSAL REGARDING INDEPENDENT CHAIRMAN OF THE BOARD	Shareholder	Against	Against

ISSUER NAME: SMITH INTERNATIONAL, INC. MEETING DATE: 04/20/2004
TICKER: SII     SECURITY ID: 832110100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES R. GIBBS AS A DIRECTOR	Management	For	For
1.2	ELECT JERRY W. NEELY AS A DIRECTOR	Management	For	For
2	APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY.	Management	For	For

ISSUER NAME: SUNCOR ENERGY INC MEETING DATE: 04/29/2004
TICKER: --     SECURITY ID: 867229106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS FOR THE YE 31 DEC 2003AND THE REPORT OF THE AUDITORS THEREON	N/A	N/A	N/A
2	ELECT MR. MEL E. BENSON AS A DIRECTOR	Management	Unknown	For
3	ELECT MR. BRIAN A. CANFIELD AS A DIRECTOR	Management	Unknown	For
4	ELECT MS. SUSAN E. CROCKER AS A DIRECTOR	Management	Unknown	For
5	ELECT MR. BRYAN P. DAVIES AS A DIRECTOR	Management	Unknown	For
6	ELECT MR. BRIAN A. FELESKY AS A DIRECTOR	Management	Unknown	For
7	ELECT MR. JOHN T. FERGUSON AS A DIRECTOR	Management	Unknown	For
8	ELECT MR. W. DOUGLAS FORD AS A DIRECTOR	Management	Unknown	For
9	ELECT MR. RICHARD L. GEORGE AS A DIRECTOR	Management	Unknown	For
10	ELECT MR. JOHN R. HUFF AS A DIRECTOR	Management	Unknown	For
11	ELECT MR. ROBERT W. KORTHALS AS A DIRECTOR	Management	Unknown	For
12	ELECT MS. M. ANN MCCAIG AS A DIRECTOR	Management	Unknown	For
13	ELECT MR. MICHAEL W. O BRIEN AS A DIRECTOR	Management	Unknown	For
14	ELECT MR. JR. SHAW AS A DIRECTOR	Management	Unknown	For
15	RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF THE CORPORATION	Management	Unknown	For
16	PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: APPROVE THAT THE BOARD OF DIRECTORS ESTABLISH A POLICY OF SEEKING SHAREHOLDER APPROVAL FOR ANY EXECUTIVE OFFICER PARTICIPATION IN THE COMPANY S SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN SERP ; AND THAT THE POLICY SHOULD ALSO CONTAIN A PROVISION THAT SHAREHOLDERS BE INFORMED OF KEY ASPECTS OF THE SERP, INCLUDING ANY PROPOSED PAYMENTS BASED ON RECEIPT OF ADDITIONAL YEARS OF SERVICE CREDIT NOT ACTUALLY WORKED, PREFERENTIAL BENEFIT FORMULAS NOT PROVIDE...	Management	Unknown	Against
17	TRANSACT ANY OTHER BUSINESS	N/A	N/A	N/A
18	PLEASE NOTE THAT THIS IS A MIX MEETING. THANK YOU.	N/A	N/A	N/A

ISSUER NAME: TALISMAN ENERGY INC MEETING DATE: 05/04/2004
TICKER: --     SECURITY ID: 87425E103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE ANNUAL REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YE 31 DEC 2003, TOGETHER WITH THE REPORT OF THE AUDITOR THEREON	N/A	N/A	N/A
2	ELECT MR. DOUGLAS D. BALDWIN AS A DIRECTOR	Management	Unknown	For
3	ELECT MR. JAMES W. BUCKEE AS A DIRECTOR	Management	Unknown	For
4	ELECT MR. KEVIN S. DUNNE AS A DIRECTOR	Management	Unknown	For
5	ELECT MR. AL L. FLOOD AS A DIRECTOR	Management	Unknown	For
6	ELECT MR. DALE G. PARKET AS A DIRECTOR	Management	Unknown	For
7	ELECT MR. LAWRENCE G. TRAPP AS A DIRECTOR	Management	Unknown	For
8	ELECT MISS. STELLA M. THOMPSON AS A DIRECTOR	Management	Unknown	For
9	ELECT MR. ROBERT G. WELTY AS A DIRECTOR	Management	Unknown	For
10	ELECT MR. CHARLES W. WILSON AS A DIRECTOR	Management	Unknown	For
11	RE-APPOINT ERNST & YOUNG LLP, CHARTERED ACCOUNTANTS, AS AN AUDITOR OF THE COMPANY UNTIL THE NEXT ANNUAL MEETING	Management	Unknown	For
12	APPROVE THAT: 1) PURSUANT TO SECTION 173 OF THE CANADA BUSINESS CORPORATIONS ACT THE ACT , THE ARTICLES OF THE COMPANY BE AMENDED TO DIVIDE THE ISSUED AND OUTSTANDING COMMON SHARES ON A THREE FOR ONE BASIS; 2) ANY ONE OF THE DIRECTORS OR OFFICERS OF THE COMPANY BE AUTHORIZED TO SIGN ALL SUCH DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ARTICLES OF AMENDMENT AND TO DO ALL SUCH ACTS AND THINGS, INCLUDING, WITHOUT LIMITATION, DELIVERING SUCH ARTICLES OF AMENDMENT TO THE DIRECTOR UNDER THE ACT, AS SUC...	Management	Unknown	For
13	TRANSACT ANY OTHER BUSINESS	N/A	N/A	N/A

ISSUER NAME: TOM BROWN, INC. MEETING DATE: 05/06/2004
TICKER: TBI     SECURITY ID: 115660201
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID M. CARMICHAEL AS A DIRECTOR	Management	For	For
1.2	ELECT HENRY GROPPE AS A DIRECTOR	Management	For	For
1.3	ELECT EDWARD W. LEBARON, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES D. LIGHTNER AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN C. LINEHAN AS A DIRECTOR	Management	For	For
1.6	ELECT WAYNE W. MURDY AS A DIRECTOR	Management	For	For
1.7	ELECT JAMES B. WALLACE AS A DIRECTOR	Management	For	For
1.8	ELECT ROBERT H. WHILDEN, JR. AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT TO ARTICLE FOURTH OF THE COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK, $.10 PAR VALUE PER SHARE.	Management	For	For

ISSUER NAME: TRANSOCEAN INC. MEETING DATE: 05/13/2004
TICKER: RIG     SECURITY ID: G90078109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT L. LONG AS A DIRECTOR	Management	For	For
1.2	ELECT MARTIN B. MCNAMARA AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT M. SPRAGUE AS A DIRECTOR	Management	For	For
1.4	ELECT J. MICHAEL TALBERT AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT OF OUR LONG-TERM INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT.	Management	For	For
3	APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP TO SERVE AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: VALERO ENERGY CORPORATION MEETING DATE: 04/29/2004
TICKER: VLO     SECURITY ID: 91913Y100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT E. GLENN BIGGS AS A DIRECTOR	Management	For	For
1.2	ELECT RUBEN M. ESCOBEDO AS A DIRECTOR	Management	For	For
1.3	ELECT BOB MARBUT AS A DIRECTOR	Management	For	For
2	RATIFICATION OF KPMG LLP AS AUDITORS FOR 2004.	Management	For	For
3	CLIMATE CHANGE RESOLUTION.	Shareholder	Against	Against

ISSUER NAME: W-H ENERGY SERVICES, INC. MEETING DATE: 05/12/2004
TICKER: WHQ     SECURITY ID: 92925E108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KENNETH T. WHITE, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT H. WHILDEN, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT JONATHAN F. BOUCHER AS A DIRECTOR	Management	For	For
1.4	ELECT MILTON L. SCOTT AS A DIRECTOR	Management	For	For
1.5	ELECT J. JACK WATSON AS A DIRECTOR	Management	For	For
1.6	ELECT CHRISTOPHER MILLS AS A DIRECTOR	Management	For	For
1.7	ELECT JOHN R. BROCK AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE RESTATEMENT OF THE COMPANY S 1997 STOCK OPTION PLAN, INCLUDING AN INCREASE IN THE NUMBER OF OPTIONS TO PURCHASE SHARES OF THE COMPANY S COMMON STOCK ISSUABLE THEREUNDER.	Management	For	For
3	APPROVAL OF THE PROPOSED GRANT OF 75,000 SHARES OF RESTRICTED COMMON STOCK TO KENNETH T. WHITE, JR., CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER.	Management	For	For

ISSUER NAME: WEATHERFORD INTERNATIONAL LTD. MEETING DATE: 05/25/2004
TICKER: WFT     SECURITY ID: G95089101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PHILIP BURGUIERES AS A DIRECTOR	Management	For	For
1.2	ELECT NICHOLAS F. BRADY AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID J. BUTTERS AS A DIRECTOR	Management	For	For
1.4	ELECT BERNARD J. DUROC-DANNER AS A DIRECTOR	Management	For	For
1.5	ELECT SHELDON B. LUBAR AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM E. MACAULAY AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT B. MILLARD AS A DIRECTOR	Management	For	For
1.8	ELECT ROBERT K. MOSES, JR. AS A DIRECTOR	Management	For	For
1.9	ELECT ROBERT A. RAYNE AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004, AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET ERNST & YOUNG LLP S REMUNERATION.	Management	For	For

ISSUER NAME: XTO ENERGY INC. MEETING DATE: 05/18/2004
TICKER: XTO     SECURITY ID: 98385X106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PHILLIP R. KEVIL* AS A DIRECTOR	Management	For	For
1.2	ELECT SCOTT G. SHERMAN** AS A DIRECTOR	Management	For	For
1.3	ELECT BOB R. SIMPSON** AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, TO 500,000,000.	Management	For	For