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 Retailing 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 10:53:00 AM

EXHIBIT A

VOTE SUMMARY REPORT
Select Retailing 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: 99 CENTS ONLY STORES MEETING DATE: 06/11/2004
TICKER: NDN     SECURITY ID: 65440K106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ERIC SCHIFFER AS A DIRECTOR	Management	For	For
1.2	ELECT LAWRENCE GLASCOTT AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID GOLD AS A DIRECTOR	Management	For	For
1.4	ELECT HOWARD GOLD AS A DIRECTOR	Management	For	For
1.5	ELECT JEFF GOLD AS A DIRECTOR	Management	For	For
1.6	ELECT MARVIN HOLEN AS A DIRECTOR	Management	For	For
1.7	ELECT BEN SCHWARTZ AS A DIRECTOR	Management	For	For
1.8	ELECT WILLIAM CHRISTY AS A DIRECTOR	Management	For	For
1.9	ELECT ERIC G. FLAMHOLTZ AS A DIRECTOR	Management	For	For
2	THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF PROPOSAL #1. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THIS PROPOSAL UNLESS OTHERWISE SPECIFIED BY THE SHAREHOLDER IN THE PROXY.	Shareholder	Against	Against
3	THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF PROPOSAL #2. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED AGAINST THIS PROPOSAL UNLESS OTHERWISE SPECIFIED BY THE SHAREHOLDER IN THE PROXY.	Shareholder	Against	For

ISSUER NAME: ADVANCED MARKETING SERVICES, INC. MEETING DATE: 08/14/2003
TICKER: MKT     SECURITY ID: 00753T105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES C. TILLINGHAST AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL M. NICITA AS A DIRECTOR	Management	For	For
1.3	ELECT LOREN C. PAULSEN AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDMENT TO AND RESTATEMENT OF THE 1995 STOCK OPTION PLAN	Management	For	Against
3	RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS	Management	For	For

ISSUER NAME: ALBERTSON'S, INC. MEETING DATE: 06/10/2004
TICKER: ABS     SECURITY ID: 013104104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PAMELA G. BAILEY AS A DIRECTOR	Management	For	For
1.2	ELECT TERESA BECK AS A DIRECTOR	Management	For	For
1.3	ELECT BETH M. PRITCHARD AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.	Management	For	For
3	APPROVAL OF THE ALBERTSON S, INC. 2004 EQUITY AND PERFORMANCE INCENTIVE PLAN.	Management	For	Against
4	SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE FOR DIRECTOR ELECTIONS.	Shareholder	Against	Against
5	SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTING.	Shareholder	Against	For
6	SHAREHOLDER PROPOSAL REGARDING EXECUTIVE SEVERANCE AGREEMENTS.	Shareholder	Against	Against
7	SHAREHOLDER PROPOSAL REGARDING CLASSIFIED BOARD.	Shareholder	Against	For

ISSUER NAME: AMERICAN EAGLE OUTFITTERS, INC. MEETING DATE: 06/22/2004
TICKER: AEOS     SECURITY ID: 02553E106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JON P. DIAMOND AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES V. O'DONNELL AS A DIRECTOR	Management	For	For
1.3	ELECT JANICE E. PAGE AS A DIRECTOR	Management	For	For
2	IF PRESENTED AT THE ANNUAL MEETING, TO APPROVE A STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK OPTIONS.	Shareholder	Against	Against
3	IF PRESENTED AT THE ANNUAL MEETING, TO APPROVE A STOCKHOLDER PROPOSAL REGARDING ADOPTION OF HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL LABOR ORGANIZATION CONVENTIONS.	Shareholder	Against	Against

ISSUER NAME: BARNES & NOBLE, INC. MEETING DATE: 06/02/2004
TICKER: BKS     SECURITY ID: 067774109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEONARD RIGGIO AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL J. DEL GIUDICE AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM SHELUCK, JR. AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE BARNES & NOBLE, INC. 2004 INCENTIVE PLAN	Management	For	Against
3	APPROVAL OF THE BARNES & NOBLE, INC. 2004 EXECUTIVE PERFORMANCE PLAN	Management	For	For
4	APPROVAL OF THE AMENDMENT TO THE BARNES & NOBLE, INC. BYLAWS	Management	For	For
5	RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP, AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 29, 2005	Management	For	For

ISSUER NAME: BEST BUY CO., INC. MEETING DATE: 06/24/2004
TICKER: BBY     SECURITY ID: 086516101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BRADBURY H. ANDERSON* AS A DIRECTOR	Management	For	For
1.2	ELECT K.J. HIGGINS VICTOR* AS A DIRECTOR	Management	For	For
1.3	ELECT ALLEN U. LENZMEIER* AS A DIRECTOR	Management	For	For
1.4	ELECT FRANK D. TRESTMAN* AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES C. WETHERBE* AS A DIRECTOR	Management	For	For
1.6	ELECT RONALD JAMES** AS A DIRECTOR	Management	For	For
1.7	ELECT MATTHEW H. PAULL** AS A DIRECTOR	Management	For	For
1.8	ELECT MARY A. TOLAN** AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR THE CURRENT FISCAL YEAR.	Management	For	For
3	PROPOSAL TO APPROVE THE COMPANY S 2004 OMNIBUS STOCK AND INCENTIVE PLAN.	Management	For	For

ISSUER NAME: BIG LOTS, INC. MEETING DATE: 05/18/2004
TICKER: BLI     SECURITY ID: 089302103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ALBERT J. BELL AS A DIRECTOR	Management	For	For
1.2	ELECT SHELDON M. BERMAN AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID T. KOLLAT AS A DIRECTOR	Management	For	For
1.4	ELECT BRENDA J. LAUDERBACK AS A DIRECTOR	Management	For	For
1.5	ELECT PHILIP E. MALLOTT AS A DIRECTOR	Management	For	For
1.6	ELECT NED MANSOUR AS A DIRECTOR	Management	For	For
1.7	ELECT MICHAEL J. POTTER AS A DIRECTOR	Management	For	For
1.8	ELECT RUSSELL SOLT AS A DIRECTOR	Management	For	For
1.9	ELECT DENNIS B. TISHKOFF AS A DIRECTOR	Management	For	For

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

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

ISSUER NAME: CHARLOTTE RUSSE HOLDING, INC. MEETING DATE: 02/10/2004
TICKER: CHIC     SECURITY ID: 161048103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BERNARD ZEICHNER AS A DIRECTOR	Management	For	For
1.2	ELECT MARK A. HOFFMAN AS A DIRECTOR	Management	For	For
1.3	ELECT PAUL R. DEL ROSSI AS A DIRECTOR	Management	For	For
1.4	ELECT W. THOMAS GOULD AS A DIRECTOR	Management	For	For
1.5	ELECT ALLAN W. KARP AS A DIRECTOR	Management	For	For
1.6	ELECT LEONARD H. MOGIL AS A DIRECTOR	Management	For	For
1.7	ELECT DAVID J. ODDI AS A DIRECTOR	Management	For	For

ISSUER NAME: CHARMING SHOPPES, INC. MEETING DATE: 06/24/2004
TICKER: CHRS     SECURITY ID: 161133103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOSEPH L. CASTLE, II AS A DIRECTOR	Management	For	For
1.2	ELECT KATHERINE M. HUDSON AS A DIRECTOR	Management	For	For
1.3	ELECT PAMELA S. LEWIS AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE 2004 STOCK AWARD AND INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: CHRISTOPHER & BANKS CORPORATION MEETING DATE: 07/30/2003
TICKER: CBK     SECURITY ID: 171046105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM J. PRANGE AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES J. FULD, JR. AS A DIRECTOR	Management	For	For
2	PROPOSAL TO INCREASE THE NUMBER OF SHARES AUTHORIZED UNDER THE 1997 STOCK INCENTIVE PLAN.	Management	For	Against
3	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE COMPANY S CURRENT FISCAL YEAR.	Management	For	For

ISSUER NAME: CINTAS CORPORATION MEETING DATE: 10/14/2003
TICKER: CTAS     SECURITY ID: 172908105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	AUTHORITY TO ESTABLISH THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING AT EIGHT.	Management	For	For
2.1	ELECT RICHARD T. FARMER AS A DIRECTOR	Management	For	For
2.2	ELECT ROBERT J. KOHLHEPP AS A DIRECTOR	Management	For	For
2.3	ELECT SCOTT D. FARMER AS A DIRECTOR	Management	For	For
2.4	ELECT PAUL R. CARTER AS A DIRECTOR	Management	For	For
2.5	ELECT GERALD V. DIRVIN AS A DIRECTOR	Management	For	For
2.6	ELECT ROBERT J. HERBOLD AS A DIRECTOR	Management	For	For
2.7	ELECT ROGER L. HOWE AS A DIRECTOR	Management	For	For
2.8	ELECT DAVID C. PHILLIPS AS A DIRECTOR	Management	For	For
3	APPROVAL OF DIRECTORS STOCK OPTION PLAN.	Management	For	For
4	PROPOSAL TO ADOPT A POLICY OF EXPENSING THE COST OF STOCK OPTIONS IN CINTAS INCOME STATEMENT.	Shareholder	Against	Abstain
5	PROPOSAL TO ESTABLISH A NOMINATING COMMITTEE COMPOSED OF INDEPENDENT MEMBERS AS DEFINED IN THE PROPOSAL.	Shareholder	Against	Abstain
6	PROPOSAL TO ADOPT A POLICY OF NOMINATING INDEPENDENT DIRECTORS WHO, IF ELECTED, WOULD CONSTITUTE TWO-THIRDS OF THE BOARD.	Shareholder	Against	Abstain
7	PROPOSAL TO ISSUE A REPORT ON CINTAS CODE OF CONDUCT FOR VENDORS AND OTHER WORKPLACE POLICIES.	Shareholder	Against	Abstain

ISSUER NAME: CIRCUIT CITY STORES, INC. MEETING DATE: 06/15/2004
TICKER: CC     SECURITY ID: 172737108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT E.V. GOINGS AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES F. HARDYMON AS A DIRECTOR	Management	For	For
1.3	ELECT ALLEN B. KING AS A DIRECTOR	Management	For	For
1.4	ELECT J. PATRICK SPAINHOUR AS A DIRECTOR	Management	For	For
1.5	ELECT CAROLYN Y. WOO AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDED AND RESTATED 1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
3	APPROVAL OF AN AMENDMENT TO THE 2000 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN.	Management	For	Against
4	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL YEAR 2005.	Management	For	For

ISSUER NAME: CONSTELLATION BRANDS, INC. MEETING DATE: 07/15/2003
TICKER: STZ     SECURITY ID: 21036P108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS C. MCDERMOTT AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL L. SMITH AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING FEBRUARY 29, 2004.	Management	For	For

ISSUER NAME: COPART, INC. MEETING DATE: 12/08/2003
TICKER: CPRT     SECURITY ID: 217204106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIS J. JOHNSON AS A DIRECTOR	Management	For	For
1.2	ELECT A. JAYSON ADAIR AS A DIRECTOR	Management	For	For
1.3	ELECT HAROLD BLUMENSTEIN AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES GROSFELD AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES E. MEEKS AS A DIRECTOR	Management	For	For
1.6	ELECT MARVIN L. SCHMIDT AS A DIRECTOR	Management	For	For
1.7	ELECT JONATHAN VANNINI AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 1994 EMPLOYEE STOCK PURCHASE PLAN, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Management	For	For
3	RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE CURRENT FISCAL YEAR ENDING JULY 31, 2004.	Management	For	For

ISSUER NAME: COSTCO WHOLESALE CORPORATION MEETING DATE: 01/29/2004
TICKER: COST     SECURITY ID: 22160K105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BENJAMIN S. CARSON* AS A DIRECTOR	Management	For	For
1.2	ELECT HAMILTON E. JAMES* AS A DIRECTOR	Management	For	For
1.3	ELECT JILL S. RUCKELSHAUS* AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM H. GATES, II* AS A DIRECTOR	Management	For	For
1.5	ELECT DANIEL J. EVANS** AS A DIRECTOR	Management	For	For
2	SHAREHOLDER PROPOSAL TO ELECT DIRECTORS ANNUALLY AND NOT BY CLASSES.	Shareholder	Against	For
3	SHAREHOLDER PROPOSAL TO DEVELOP A POLICY FOR LAND PROCUREMENT.	Shareholder	Against	Against
4	RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: CVS CORPORATION MEETING DATE: 05/12/2004
TICKER: CVS     SECURITY ID: 126650100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT W. DON CORNWELL AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS P. GERRITY AS A DIRECTOR	Management	For	For
1.3	ELECT STANLEY P. GOLDSTEIN AS A DIRECTOR	Management	For	For
1.4	ELECT MARIAN L. HEARD AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM H. JOYCE AS A DIRECTOR	Management	For	For
1.6	ELECT TERRY R. LAUTENBACH AS A DIRECTOR	Management	For	For
1.7	ELECT TERRENCE MURRAY AS A DIRECTOR	Management	For	For
1.8	ELECT SHELI Z. ROSENBERG AS A DIRECTOR	Management	For	For
1.9	ELECT THOMAS M. RYAN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S 1997 INCENTIVE COMPENSATION PLAN.	Management	For	For
3	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS CVS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 1, 2005.	Management	For	For
4	STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION.	Shareholder	Against	Against

ISSUER NAME: DARDEN RESTAURANTS, INC. MEETING DATE: 09/25/2003
TICKER: DRI     SECURITY ID: 237194105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEONARD L. BERRY AS A DIRECTOR	Management	For	For
1.2	ELECT ODIE C. DONALD AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID H. HUGHES AS A DIRECTOR	Management	For	For
1.4	ELECT JOE R. LEE AS A DIRECTOR	Management	For	For
1.5	ELECT SENATOR CONNIE MACK III AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD E. RIVERA AS A DIRECTOR	Management	For	For
1.7	ELECT MICHAEL D. ROSE AS A DIRECTOR	Management	For	For
1.8	ELECT MARIA A. SASTRE AS A DIRECTOR	Management	For	For
1.9	ELECT JACK A. SMITH AS A DIRECTOR	Management	For	For
1.10	ELECT BLAINE SWEATT, III AS A DIRECTOR	Management	For	For
1.11	ELECT RITA P. WILSON AS A DIRECTOR	Management	For	For
2	APPROVAL OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: DIAGEO PLC MEETING DATE: 10/22/2003
TICKER: DEO     SECURITY ID: 25243Q205
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	REPORTS AND ACCOUNTS 2003	Management	For	For
2	DIRECTORS REMUNERATION REPORT 2003	Management	For	For
3	DECLARATION OF FINAL DIVIDEND	Management	For	For
4	RE-ELECTION OF LORD BLYTH (3*)	Management	For	For
5	RE-ELECTION OF MR JK OATES (1*,3,4)	Management	For	For
6	RE-ELECTION OF MR PS WALSH (2*)	Management	For	For
7	RE-APPOINTMENT AND REMUNERATION OF AUDITORS	Management	For	For
8	DISAPPLICATION OF PRE-EMPTION RIGHTS	Management	For	For
9	AUTHORITY TO PURCHASE OWN ORDINARY SHARES	Management	For	For

ISSUER NAME: DILLARD'S, INC. MEETING DATE: 05/17/2004
TICKER: DDS     SECURITY ID: 254067101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT C. CONNOR AS A DIRECTOR	Management	For	For
1.2	ELECT WILL D. DAVIS AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN PAUL HAMMERSCHMIDT AS A DIRECTOR	Management	For	For
1.4	ELECT PETER R. JOHNSON AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR 2004.	Management	For	For
3	STOCKHOLDER PROPOSAL CONCERNING GLOBAL HUMAN RIGHTS STANDARDS.	Shareholder	Against	Against

ISSUER NAME: DOLLAR TREE STORES, INC. MEETING DATE: 06/17/2004
TICKER: DLTR     SECURITY ID: 256747106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	AMENDMENT TO BYLAWS.	Management	For	For
2.1	ELECT H. RAY COMPTON* AS A DIRECTOR	Management	For	For
2.2	ELECT JOHN F. MEGRUE* AS A DIRECTOR	Management	For	For
2.3	ELECT ALAN L. WURTZEL* AS A DIRECTOR	Management	For	For
2.4	ELECT BOB SASSER* AS A DIRECTOR	Management	For	For
2.5	ELECT THOMAS E. WHIDDON** AS A DIRECTOR	Management	For	For
3	AMENDMENT TO THE 2003 EQUITY INCENTIVE PLAN.	Management	For	For
4	PROPOSAL TO APPROVE THE 2004 EXECUTIVE OFFICER EQUITY PLAN.	Management	For	Against
5	PROPOSAL TO APPROVE THE 2004 EXECUTIVE OFFICER CASH BONUS PLAN.	Management	For	For

ISSUER NAME: FEDERATED DEPARTMENT STORES, INC. MEETING DATE: 05/21/2004
TICKER: FD     SECURITY ID: 31410H101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SARA LEVINSON AS A DIRECTOR	Management	For	For
1.2	ELECT JOSEPH NEUBAUER AS A DIRECTOR	Management	For	For
1.3	ELECT JOSEPH A. PICHLER AS A DIRECTOR	Management	For	For
1.4	ELECT KARL M. VON DER HEYDEN AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS FEDERATED S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005.	Management	For	For
3	TO AMEND FEDERATED S 1995 EXECUTIVE EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF FEDERATED S COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN.	Management	For	Against
4	TO ACT UPON A STOCKHOLDER PROPOSAL TO TAKE THE NECESSARY STEPS TO ADOPT A SYSTEM FOR THE ANNUAL ELECTION OF ALL OF FEDERATED S DIRECTORS.	Shareholder	Against	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: FRED'S, INC. MEETING DATE: 06/16/2004
TICKER: FRED     SECURITY ID: 356108100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL J. HAYES AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN R. EISENMAN AS A DIRECTOR	Management	For	For
1.3	ELECT ROGER T. KNOX AS A DIRECTOR	Management	For	For
1.4	ELECT JOHN D. REIER AS A DIRECTOR	Management	For	For
1.5	ELECT THOMAS H. TASHJIAN AS A DIRECTOR	Management	For	For
2	APPROVAL OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY, AS DESCRIBED IN THE PROXY STATEMENT.	Management	For	For
3	APPROVAL OF THE 2004 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For

ISSUER NAME: GAP, INC. MEETING DATE: 05/12/2004
TICKER: GPS     SECURITY ID: 364760108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT HOWARD BEHAR AS A DIRECTOR	Management	For	For
1.2	ELECT ADRIAN D.P. BELLAMY AS A DIRECTOR	Management	For	For
1.3	ELECT DONALD G. FISHER AS A DIRECTOR	Management	For	For
1.4	ELECT DORIS F. FISHER AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT J. FISHER AS A DIRECTOR	Management	For	For
1.6	ELECT GLENDA A. HATCHETT AS A DIRECTOR	Management	For	For
1.7	ELECT PENELOPE L. HUGHES AS A DIRECTOR	Management	For	For
1.8	ELECT BOB L. MARTIN AS A DIRECTOR	Management	For	For
1.9	ELECT JORGE P. MONTOYA AS A DIRECTOR	Management	For	For
1.10	ELECT PAUL S. PRESSLER AS A DIRECTOR	Management	For	For
1.11	ELECT JAMES M. SCHNEIDER AS A DIRECTOR	Management	For	For
1.12	ELECT MAYO A. SHATTUCK III AS A DIRECTOR	Management	For	For
1.13	ELECT MARGARET C. WHITMAN AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS	Management	For	For
3	TO APPROVE THE PROPOSAL TO AMEND AND RESTATE THE COMPANY S EXECUTIVE MANAGEMENT INCENTIVE CASH AWARD PLAN	Management	For	For
4	A SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION	Shareholder	Against	Against

ISSUER NAME: GREAT ATLANTIC & PACIFIC TEA CO., IN MEETING DATE: 07/16/2003
TICKER: GAP     SECURITY ID: 390064103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J.D. BARLINE AS A DIRECTOR	Management	For	For
1.2	ELECT R. BAUMEISTER AS A DIRECTOR	Management	For	For
1.3	ELECT B. GAUNT AS A DIRECTOR	Management	For	For
1.4	ELECT C.W.E. HAUB AS A DIRECTOR	Management	For	For
1.5	ELECT H. HAUB AS A DIRECTOR	Management	For	For
1.6	ELECT D. KOURKOUMELIS AS A DIRECTOR	Management	For	For
1.7	ELECT E. LEWIS AS A DIRECTOR	Management	For	For
1.8	ELECT R.L. NOLAN AS A DIRECTOR	Management	For	For
1.9	ELECT M.B. TART-BEZER AS A DIRECTOR	Management	For	For
2	STOCKHOLDER PROPOSAL ON POISON PILLS.	Shareholder	Against	For
3	STOCKHOLDER PROPOSAL ON ANNUAL MEETING LOCATION.	Shareholder	Against	Against

ISSUER NAME: J. C. PENNEY COMPANY, INC. MEETING DATE: 05/14/2004
TICKER: JCP     SECURITY ID: 708160106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT C.C. BARRETT AS A DIRECTOR	Management	For	For
1.2	ELECT M.A. BURNS AS A DIRECTOR	Management	For	For
1.3	ELECT M.K. CLARK AS A DIRECTOR	Management	For	For
1.4	ELECT A. QUESTROM AS A DIRECTOR	Management	For	For
2	RATIFICATION OF AUDITORS.	Management	For	For

ISSUER NAME: J. JILL GROUP, INC. MEETING DATE: 06/04/2004
TICKER: JILL     SECURITY ID: 466189107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BRETT D. HEFFES AS A DIRECTOR	Management	For	For
1.2	ELECT RUTH M. OWADES AS A DIRECTOR	Management	For	For
1.3	ELECT JONATHAN P. WARD AS A DIRECTOR	Management	For	For

ISSUER NAME: JACK IN THE BOX INC. MEETING DATE: 02/13/2004
TICKER: JBX     SECURITY ID: 466367109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL E. ALPERT AS A DIRECTOR	Management	For	For
1.2	ELECT EDWARD W. GIBBONS AS A DIRECTOR	Management	For	For
1.3	ELECT ANNE B. GUST AS A DIRECTOR	Management	For	For
1.4	ELECT ALICE B. HAYES AS A DIRECTOR	Management	For	For
1.5	ELECT MURRAY H. HUTCHISON AS A DIRECTOR	Management	For	For
1.6	ELECT LINDA A. LANG AS A DIRECTOR	Management	For	For
1.7	ELECT MICHAEL W. MURPHY AS A DIRECTOR	Management	For	For
1.8	ELECT ROBERT J. NUGENT AS A DIRECTOR	Management	For	For
1.9	ELECT L. ROBERT PAYNE AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE 2004 STOCK INCENTIVE PLAN.	Management	For	For
3	RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: JONES APPAREL GROUP, INC. MEETING DATE: 05/19/2004
TICKER: JNY     SECURITY ID: 480074103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PETER BONEPARTH AS A DIRECTOR	Management	For	For
1.2	ELECT SIDNEY KIMMEL AS A DIRECTOR	Management	For	For
1.3	ELECT GERALDINE STUTZ AS A DIRECTOR	Management	For	For
1.4	ELECT HOWARD GITTIS AS A DIRECTOR	Management	For	For
1.5	ELECT ANTHONY F. SCARPA AS A DIRECTOR	Management	For	For
1.6	ELECT MATTHEW H. KAMENS AS A DIRECTOR	Management	For	For
1.7	ELECT MICHAEL L. TARNOPOL AS A DIRECTOR	Management	For	For
1.8	ELECT J. ROBERT KERREY AS A DIRECTOR	Management	For	For
1.9	ELECT ANN N. REESE AS A DIRECTOR	Management	For	For
2	RATIFICATION OF BDO SEIDMAN, LLP AS THE INDEPENDENT AUDITORS OF THE CORPORATION FOR 2004.	Management	For	For
3	APPROVAL OF AMENDMENTS TO THE 1999 STOCK INCENTIVE PLAN.	Management	For	For

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

ISSUER NAME: KOHL'S CORPORATION MEETING DATE: 04/28/2004
TICKER: KSS     SECURITY ID: 500255104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WAYNE EMBRY AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN F. HERMA AS A DIRECTOR	Management	For	For
1.3	ELECT R. LAWRENCE MONTGOMERY AS A DIRECTOR	Management	For	For
1.4	ELECT FRANK V. SICA AS A DIRECTOR	Management	For	For
2	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.	Management	For	For
3	SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS COMPENSATION COMMITTEE, IN DEVELOPING FUTURE EXECUTIVE EQUITY COMPENSATION PLANS, UTILIZE PERFORMANCE AND TIME-BASED RESTRICTED SHARE PROGRAMS IN LIEU OF STOCK OPTIONS.	Shareholder	Against	Against
4	SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO AMEND THE COMPANY S BY-LAWS TO REQUIRE THAT AN INDEPENDENT DIRECTOR, AS DEFINED BY THE RULES OF THE NEW YORK STOCK EXCHANGE, BE ITS CHAIRMAN OF THE BOARD OF DIRECTORS.	Shareholder	Against	Against

ISSUER NAME: KRISPY KREME DOUGHNUTS, INC. MEETING DATE: 05/26/2004
TICKER: KKD     SECURITY ID: 501014104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SCOTT A. LIVENGOOD AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT S. MCCOY, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT DR. SU HUA NEWTON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE 2005 FISCAL YEAR.	Management	For	For

ISSUER NAME: LIMITED BRANDS, INC. MEETING DATE: 05/17/2004
TICKER: LTD     SECURITY ID: 532716107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EUGENE M. FREEDMAN AS A DIRECTOR	Management	For	For
1.2	ELECT V. ANN HAILEY AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID T. KOLLAT AS A DIRECTOR	Management	For	For
1.4	ELECT LESLIE H. WEXNER AS A DIRECTOR	Management	For	For
2	TO ADOPT THE 2004 RESTATEMENT OF THE 1993 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN (AS AMENDED AND RESTATED, THE STOCK PLAN ) TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UNDER THE PREDECESSOR TO THE STOCK PLAN.	Management	For	For

ISSUER NAME: LINENS 'N THINGS, INC. MEETING DATE: 05/06/2004
TICKER: LIN     SECURITY ID: 535679104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STANLEY P. GOLDSTEIN AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT KAMERSCHEN AS A DIRECTOR	Management	For	For
2	TO APPROVE THE ADOPTION OF THE 2004 STOCK AWARD AND INCENTIVE PLAN.	Management	For	Against

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

ISSUER NAME: LONGS DRUG STORES CORPORATION MEETING DATE: 05/25/2004
TICKER: LDG     SECURITY ID: 543162101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT M. LONG AS A DIRECTOR	Management	For	For
1.2	ELECT HAROLD R. SOMERSET AS A DIRECTOR	Management	For	For
1.3	ELECT DONALD L. SORBY, PH.D. AS A DIRECTOR	Management	For	For
2	APPROVAL OF STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD.	Shareholder	Against	Against
3	RATIFICATION OF DELOITTE & TOUCHE LLP, OUR INDEPENDENT AUDITORS, FOR FISCAL YEAR ENDING JANUARY 27, 2005.	Management	For	For

ISSUER NAME: LOWE'S COMPANIES, INC. MEETING DATE: 05/28/2004
TICKER: LOW     SECURITY ID: 548661107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEONARD L. BERRY AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL FULTON AS A DIRECTOR	Management	For	For
1.3	ELECT DAWN E. HUDSON AS A DIRECTOR	Management	For	For
1.4	ELECT MARSHALL O. LARSEN AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT A. NIBLOCK AS A DIRECTOR	Management	For	For
1.6	ELECT STEPHEN F. PAGE AS A DIRECTOR	Management	For	For
1.7	ELECT O. TEMPLE SLOAN, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT ROBERT L. TILLMAN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.	Management	For	For

ISSUER NAME: MCDONALD'S CORPORATION MEETING DATE: 05/20/2004
TICKER: MCD     SECURITY ID: 580135101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDWARD A. BRENNAN AS A DIRECTOR	Management	For	For
1.2	ELECT WALTER E. MASSEY AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN W. ROGERS, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT ANNE-MARIE SLAUGHTER AS A DIRECTOR	Management	For	For
1.5	ELECT ROGER W. STONE AS A DIRECTOR	Management	For	For
2	APPROVAL OF AUDITORS	Management	For	For
3	APPROVAL OF MCDONALD S CORPORATION AMENDED AND RESTATED 2001 OMNIBUS STOCK OWNERSHIP PLAN	Management	For	Against
4	APPROVAL OF MCDONALD S CORPORATION 2004 CASH INCENTIVE PLAN	Management	For	For

ISSUER NAME: NAUTICA ENTERPRISES, INC. MEETING DATE: 08/27/2003
TICKER: NAUT     SECURITY ID: 639089101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 7, 2003, BY AND AMONG NAUTICA, V.F. CORPORATION AND VOYAGER ACQUISITION CORPORATION PROVIDING FOR THE MERGER OF MERGER SUBSIDIARY WITH AND INTO THE COMPANY, AND TO AUTHORIZE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY.	Management	For	For
2	TO VOTE TO ADJOURN THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THE NUMBER OF PROXIES SUFFICIENT TO APPROVE AND ADOPT THE MERGER AGREEMENT HAS NOT BEEN RECEIVED BY THE DATE OF THE SPECIAL MEETING.	Management	For	Abstain

ISSUER NAME: NORDSTROM, INC. MEETING DATE: 06/22/2004
TICKER: JWN     SECURITY ID: 655664100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT D.W. GITTINGER AS A DIRECTOR	Management	For	For
1.2	ELECT E. HERNANDEZ, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT J.P. JACKSON AS A DIRECTOR	Management	For	For
1.4	ELECT B.A. NORDSTROM AS A DIRECTOR	Management	For	For
1.5	ELECT J.N. NORDSTROM AS A DIRECTOR	Management	For	For
1.6	ELECT A.E. OSBORNE, JR., PH.D AS A DIRECTOR	Management	For	For
1.7	ELECT W.D. RUCKELSHAUS AS A DIRECTOR	Management	For	For
1.8	ELECT A.A. WINTER AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE NORDSTROM, INC. 2004 EQUITY INCENTIVE PLAN	Management	For	Against
3	APPROVAL OF THE NORDSTROM, INC. EXECUTIVE MANAGEMENT GROUP BONUS PLAN	Management	For	For
4	RATIFICATION OF THE APPOINTMENT OF AUDITORS	Management	For	For

ISSUER NAME: OFFICE DEPOT, INC. MEETING DATE: 05/14/2004
TICKER: ODP     SECURITY ID: 676220106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEE A. AULT III AS A DIRECTOR	Management	For	For
1.2	ELECT NEIL R. AUSTRIAN AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID W. BERNAUER AS A DIRECTOR	Management	For	For
1.4	ELECT ABELARDO E. BRU AS A DIRECTOR	Management	For	For
1.5	ELECT DAVID I. FUENTE AS A DIRECTOR	Management	For	For
1.6	ELECT BRENDA J. GAINES AS A DIRECTOR	Management	For	For
1.7	ELECT MYRA M. HART AS A DIRECTOR	Management	For	For
1.8	ELECT W. SCOTT HEDRICK AS A DIRECTOR	Management	For	For
1.9	ELECT JAMES L. HESKETT AS A DIRECTOR	Management	For	For
1.10	ELECT PATRICIA H. MCKAY AS A DIRECTOR	Management	For	For
1.11	ELECT MICHAEL J. MYERS AS A DIRECTOR	Management	For	For
1.12	ELECT BRUCE NELSON AS A DIRECTOR	Management	For	For
2	AMENDMENT OF COMPANY S LONG-TERM EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 15,000,000 SHARES.	Management	For	Against
3	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.	Management	For	For

ISSUER NAME: OSHKOSH B'GOSH, INC. MEETING DATE: 05/04/2004
TICKER: GOSHA     SECURITY ID: 688222207
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SHIRLEY A. DAWE AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT C. SIEGEL AS A DIRECTOR	Management	For	For

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

ISSUER NAME: PAYLESS SHOESOURCE, INC. MEETING DATE: 05/27/2004
TICKER: PSS     SECURITY ID: 704379106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DANIEL BOGGAN JR. AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL E. MURPHY AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT C. WHEELER AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2004.	Management	For	For

ISSUER NAME: PETCO ANIMAL SUPPLIES, INC. MEETING DATE: 06/03/2004
TICKER: PETC     SECURITY ID: 716016209
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES M. MYERS AS A DIRECTOR	Management	For	For
1.2	ELECT JONATHAN COSLET AS A DIRECTOR	Management	For	For
1.3	ELECT CHARLES W. DUDDLES AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE SHAREHOLDER PROPOSAL.	Shareholder	Against	Against

ISSUER NAME: PETSMART, INC. MEETING DATE: 06/10/2004
TICKER: PETM     SECURITY ID: 716768106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BARBARA A. MUNDER* AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS G. STEMBERG* AS A DIRECTOR	Management	For	For
1.3	ELECT NANCY J. PEDOT* AS A DIRECTOR	Management	For	For
1.4	ELECT JEFFERY W. YABUKI* AS A DIRECTOR	Management	For	For
1.5	ELECT RITA V. FOLEY** AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR, FOR OUR FISCAL YEAR 2004, ENDING JANUARY 30, 2005.	Management	For	For

ISSUER NAME: PRICESMART, INC. MEETING DATE: 01/08/2004
TICKER: PSMT     SECURITY ID: 741511109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RAFAEL E. BARCENAS AS A DIRECTOR	Management	For	Withhold
1.2	ELECT JAMES F. CAHILL AS A DIRECTOR	Management	For	Withhold
1.3	ELECT MURRAY L. GALINSON AS A DIRECTOR	Management	For	Withhold
1.4	ELECT KATHERINE L. HENSLEY AS A DIRECTOR	Management	For	Withhold
1.5	ELECT LEON C. JANKS AS A DIRECTOR	Management	For	Withhold
1.6	ELECT LAWRENCE B. KRAUSE AS A DIRECTOR	Management	For	Withhold
1.7	ELECT ANGEL LOSADA M. AS A DIRECTOR	Management	For	Withhold
1.8	ELECT JACK MCGRORY AS A DIRECTOR	Management	For	Withhold
1.9	ELECT ROBERT E. PRICE AS A DIRECTOR	Management	For	Withhold
1.10	ELECT EDGAR A. ZURCHER AS A DIRECTOR	Management	For	Withhold
2	TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY S COMMON STOCK FROM 15,000,000 TO 20,000,000 SHARES.	Management	For	For

ISSUER NAME: PYRAMID BREWERIES INC. MEETING DATE: 05/12/2004
TICKER: PMID     SECURITY ID: 747135101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KURT DAMMEIER AS A DIRECTOR	Management	For	For
2	APPROVAL OF 2004 EQUITY INCENTIVE PLAN	Management	For	Against
3	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS	Management	For	For

ISSUER NAME: RADIOSHACK CORPORATION MEETING DATE: 05/20/2004
TICKER: RSH     SECURITY ID: 750438103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRANK J. BELATTI AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD E. ELMQUIST AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT S. FALCONE AS A DIRECTOR	Management	For	For
1.4	ELECT DANIEL R. FEEHAN AS A DIRECTOR	Management	For	For
1.5	ELECT RICHARD J. HERNANDEZ AS A DIRECTOR	Management	For	For
1.6	ELECT LAWRENCE V. JACKSON AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT J. KAMERSCHEN AS A DIRECTOR	Management	For	For
1.8	ELECT H. EUGENE LOCKHART AS A DIRECTOR	Management	For	For
1.9	ELECT JACK L. MESSMAN AS A DIRECTOR	Management	For	For
1.10	ELECT WILLIAM G. MORTON, JR. AS A DIRECTOR	Management	For	For
1.11	ELECT THOMAS G. PLASKETT AS A DIRECTOR	Management	For	For
1.12	ELECT LEONARD H. ROBERTS AS A DIRECTOR	Management	For	For
1.13	ELECT EDWINA D. WOODBURY AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE RADIOSHACK 2004 DEFERRED STOCK UNIT PLAN FOR NON-EMPLOYEE DIRECTORS.	Management	For	Against
3	APPROVAL OF THE RADIOSHACK 2004 ANNUAL AND LONG-TERM INCENTIVE COMPENSATION PLAN.	Management	For	For

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

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

ISSUER NAME: SAFEWAY INC. MEETING DATE: 05/20/2004
TICKER: SWY     SECURITY ID: 786514208
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVEN A. BURD AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT I. MACDONNELL AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM Y. TAUSCHER AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2004.	Management	For	For
3	APPROVAL OF AND AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS.	Management	For	For
4	APPROVAL OF STOCK OPTION EXCHANGE PROGRAM FOR EMPLOYEES (EXCLUDING EXECUTIVE OFFICERS) PROVIDING FOR THE EXCHANGE OF OPTIONS PREVIOUSLY GRANTED UNDER THE 1999 AMENDED AND RESTATED EQUITY PARTICIPATION PLAN OF SAFEWAY INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST STOCKHOLDER PROPOSALS 5, 6, 7, 8, 9 AND 10.	Management	For	Against
5	STOCKHOLDER PROPOSAL REGARDING INDEPENDENT DIRECTOR AS CHAIRMAN OF THE BOARD.	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL REGARDING CUMULATIVE VOTING.	Shareholder	Against	Abstain
7	STOCKHOLDER PROPOSAL REGARDING REPORT ON IMPACT OF GENETICALLY ENGINEERED FOOD.	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL REGARDING SUSTAINABILITY REPORT.	Shareholder	Against	Against
9	STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTION AND PARTICIPATION REPORT.	Shareholder	Against	Against
10	STOCKHOLDER PROPOSAL REGARDING EXPENSING STOCK OPTIONS.	Shareholder	Against	Against

ISSUER NAME: SAKS INCORPORATED MEETING DATE: 06/08/2004
TICKER: SKS     SECURITY ID: 79377W108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STANTON J. BLUESTONE* AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT B. CARTER* AS A DIRECTOR	Management	For	For
1.3	ELECT JULIUS W. ERVING* AS A DIRECTOR	Management	For	For
1.4	ELECT DONALD E. HESS* AS A DIRECTOR	Management	For	For
1.5	ELECT GEORGE L. JONES** AS A DIRECTOR	Management	For	For
1.6	ELECT STEPHEN I. SADOVE** AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.	Management	For	For
3	PROPOSAL TO APPROVE AND ADOPT THE COMPANY S 2004 LONG-TERM INCENTIVE PLAN.	Management	For	For
4	PROPOSAL BY A SHAREHOLDER - CLASSIFIED BOARD.	Shareholder	Against	For
5	PROPOSAL BY A SHAREHOLDER - CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS.	Shareholder	Against	Abstain

ISSUER NAME: SEARS, ROEBUCK AND CO. MEETING DATE: 05/13/2004
TICKER: S     SECURITY ID: 812387108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM L. BAX AS A DIRECTOR	Management	For	For
1.2	ELECT DONALD J. CARTY AS A DIRECTOR	Management	For	For
1.3	ELECT ALAN J. LACY AS A DIRECTOR	Management	For	For
1.4	ELECT HUGH B. PRICE AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2004.	Management	For	For
3	SHAREHOLDER PROPOSAL REGARDING CLASSIFIED BOARD.	Shareholder	Against	Against
4	SHAREHOLDER PROPOSAL REGARDING POISON PILLS.	Shareholder	Against	Against
5	SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTE SHAREHOLDER COMMITTEE.	Shareholder	Against	Against

ISSUER NAME: SHOE CARNIVAL, INC. MEETING DATE: 06/11/2004
TICKER: SCVL     SECURITY ID: 824889109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK L. LEMOND AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES A. ASCHLEMAN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE A PROPOSED AMENDMENT TO THE COMPANY S 2000 STOCK OPTION AND INCENTIVE PLAN.	Management	For	Against
3	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP, AS AUDITORS FOR THE COMPANY FOR 2004.	Management	For	For

ISSUER NAME: SHOPKO STORES, INC. MEETING DATE: 05/26/2004
TICKER: SKO     SECURITY ID: 824911101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JEFFREY C. GIRARD AS A DIRECTOR	Management	For	For
1.2	ELECT DALE P. KRAMER AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN G. TURNER AS A DIRECTOR	Management	For	For
2	APPROVAL OF SHOPKO STORES, INC. 2004 STOCK INCENTIVE PLAN.	Management	For	For
3	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 29, 2005.	Management	For	For

ISSUER NAME: SIGNET GROUP PLC MEETING DATE: 07/08/2003
TICKER: SIGY     SECURITY ID: 82668L872
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO RECEIVE THE AUDITED ACCOUNTS AND ACCOMPANYING REPORTS	Management	For	For
2	TO APPROVE THE DIRECTORS REMUNERATION REPORT	Management	For	For
3	TO DECLARE A FINAL DIVIDEND	Management	For	For
4	TO ELECT RUSSELL WALLS	Management	For	For
5	TO RE-ELECT LEE ABRAHAM	Management	For	For
6	TO RE-ELECT BROOK LAND	Management	For	For
7	TO RE-ELECT JAMES MCADAM	Management	For	For
8	TO RE-APPOINT THE AUDITORS	Management	For	For
9	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES	Management	For	For
10	TO DISAPPLY PRE-EMPTION RIGHTS ON SHARE ALLOTMENTS	Management	For	For
11	TO AUTHORISE MARKET PURCHASE OF SHARES	Management	For	For

ISSUER NAME: SONIC CORP. MEETING DATE: 01/21/2004
TICKER: SONC     SECURITY ID: 835451105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J. CLIFFORD HUDSON AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT M. ROSENBERG AS A DIRECTOR	Management	For	For
1.3	ELECT FEDERICO F. PENA AS A DIRECTOR	Management	For	For
2	ANY OTHER MATTER PROPERLY COMING BEFORE THE MEETING, UPON WHICH THE PERSONS NAMED ABOVE WILL VOTE FOR OR AGAINST, IN THEIR SOLE DISCRETION, OR UPON WHICH THE PERSONS NAMED ABOVE WILL ABSTAIN FROM VOTING, IN THEIR SOLE DISCRETION. (PLEASE BE ADVISED THAT THE ONLY VALID VOTING OPTIONS FOR PROPOSAL 2 ARE EITHER FOR OR ABSTAIN ONLY).	Management	For	Abstain

ISSUER NAME: SOTHEBY'S HOLDINGS, INC. MEETING DATE: 05/07/2004
TICKER: BID     SECURITY ID: 835898107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVEN B. DODGE AS A DIRECTOR	Management	For	For
1.2	ELECT S. PERCY ROCKEFELLER AS A DIRECTOR	Management	For	For
1.3	ELECT DONALD M. STEWART AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2004.	Management	For	For

ISSUER NAME: STAPLES, INC. MEETING DATE: 06/17/2004
TICKER: SPLS     SECURITY ID: 855030102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ARTHUR M. BLANK AS A DIRECTOR	Management	For	For
1.2	ELECT GARY L. CRITTENDEN AS A DIRECTOR	Management	For	For
1.3	ELECT MARTIN TRUST AS A DIRECTOR	Management	For	For
1.4	ELECT PAUL F. WALSH AS A DIRECTOR	Management	For	For
2	TO APPROVE STAPLES 2004 STOCK INCENTIVE PLAN.	Management	For	For
3	TO APPROVE STAPLES AMENDED AND RESTATED 1998 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
4	TO APPROVE STAPLES AMENDED AND RESTATED INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
5	TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.	Management	For	For
6	TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER RIGHTS PLANS.	Shareholder	Against	For
7	TO ACT ON A SHAREHOLDER PROPOSAL ON SHAREHOLDER INPUT ON POISON PILLS.	Shareholder	Against	For
8	TO ACT ON A SHAREHOLDER PROPOSAL ON COMMONSENSE EXECUTIVE COMPENSATION.	Shareholder	Against	Against
9	TO ACT ON A SHAREHOLDER PROPOSAL ON AUDITOR INDEPENDENCE.	Shareholder	Against	Against

ISSUER NAME: STARBUCKS CORPORATION MEETING DATE: 03/30/2004
TICKER: SBUX     SECURITY ID: 855244109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM W. BRADLEY* AS A DIRECTOR	Management	For	For
1.2	ELECT GREGORY B. MAFFEI* AS A DIRECTOR	Management	For	For
1.3	ELECT ORIN C. SMITH* AS A DIRECTOR	Management	For	For
1.4	ELECT OLDEN LEE** AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING OCTOBER 3, 2004.	Management	For	For

ISSUER NAME: STEIN MART, INC. MEETING DATE: 06/08/2004
TICKER: SMRT     SECURITY ID: 858375108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ALVIN R. CARPENTER AS A DIRECTOR	Management	For	For
1.2	ELECT L. MCFARLAND FARTHING AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL D. FISHER AS A DIRECTOR	Management	For	For
1.4	ELECT MITCHELL W. LEGLER AS A DIRECTOR	Management	For	For
1.5	ELECT MICHAEL D. ROSE AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD L. SISISKY AS A DIRECTOR	Management	For	For
1.7	ELECT JAY STEIN AS A DIRECTOR	Management	For	For
1.8	ELECT MARTIN E. STEIN, JR. AS A DIRECTOR	Management	For	For
1.9	ELECT J. WAYNE WEAVER AS A DIRECTOR	Management	For	For
1.10	ELECT JOHN H. WILLIAMS, JR. AS A DIRECTOR	Management	For	For
1.11	ELECT JAMES H. WINSTON AS A DIRECTOR	Management	For	For

ISSUER NAME: TARGET CORPORATION MEETING DATE: 05/19/2004
TICKER: TGT     SECURITY ID: 87612E106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CALVIN DARDEN AS A DIRECTOR	Management	For	For
1.2	ELECT MICHELE J. HOOPER AS A DIRECTOR	Management	For	For
1.3	ELECT ANNE M. MULCAHY AS A DIRECTOR	Management	For	For
1.4	ELECT STEPHEN W. SANGER AS A DIRECTOR	Management	For	For
1.5	ELECT WARREN R. STALEY AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.	Management	For	For
3	APPROVAL OF THE TARGET CORPORATION LONG-TERM INCENTIVE PLAN.	Management	For	Against

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

ISSUER NAME: THE HOME DEPOT, INC. MEETING DATE: 05/27/2004
TICKER: HD     SECURITY ID: 437076102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GREGORY D. BRENNEMAN AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD H. BROWN AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN L. CLENDENIN AS A DIRECTOR	Management	For	For
1.4	ELECT BERRY R. COX AS A DIRECTOR	Management	For	For
1.5	ELECT CLAUDIO X. GONZALEZ AS A DIRECTOR	Management	For	For
1.6	ELECT MILLEDGE A. HART, III AS A DIRECTOR	Management	For	For
1.7	ELECT BONNIE G. HILL AS A DIRECTOR	Management	For	For
1.8	ELECT KENNETH G. LANGONE AS A DIRECTOR	Management	For	For
1.9	ELECT ROBERT L. NARDELLI AS A DIRECTOR	Management	For	For
1.10	ELECT ROGER S. PENSKE AS A DIRECTOR	Management	For	For
2	COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 2004.	Management	For	For
3	STOCKHOLDER PROPOSAL REGARDING OUTSIDE DIRECTOR TERM LIMITS.	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL REGARDING POISON PILL IMPLEMENTATION.	Shareholder	Against	For
5	STOCKHOLDER PROPOSAL REGARDING PERFORMANCE GOALS AS A PREREQUISITE TO VESTING.	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL REGARDING IMPLEMENTATION OF ILO HUMAN RIGHTS STANDARDS.	Shareholder	Against	Against
7	STOCKHOLDER PROPOSAL REGARDING FUTURE SEVERANCE AGREEMENTS.	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL REGARDING METHOD OF VOTING FOR DIRECTORS.	Shareholder	Against	Against

ISSUER NAME: THE KROGER CO. MEETING DATE: 06/24/2004
TICKER: KR     SECURITY ID: 501044101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN L. CLENDENIN AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID B. DILLON AS A DIRECTOR	Management	For	For
1.3	ELECT DAVID B. LEWIS AS A DIRECTOR	Management	For	For
1.4	ELECT DON W. MCGEORGE AS A DIRECTOR	Management	For	For
1.5	ELECT W. RODNEY MCMULLEN AS A DIRECTOR	Management	For	For
1.6	ELECT SUSAN M. PHILLIPS AS A DIRECTOR	Management	For	For
2	APPROVAL OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS.	Management	For	For
3	APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO AMEND REGULATIONS TO REQUIRE ALL DIRECTORS TO BE ELECTED ANNUALLY.	Shareholder	Against	For
4	APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO RECOMMEND SEPARATION OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER POSITIONS.	Shareholder	Against	Against
5	APPROVE SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO RECOMMEND SHAREHOLDER APPROVAL OF SEVERANCE AGREEMENTS.	Shareholder	Against	Against

ISSUER NAME: THE MAY DEPARTMENT STORES COMPANY MEETING DATE: 05/21/2004
TICKER: MAY     SECURITY ID: 577778103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EUGENE S. KAHN AS A DIRECTOR	Management	For	For
1.2	ELECT HELENE L. KAPLAN AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES M. KILTS AS A DIRECTOR	Management	For	For
1.4	ELECT RUSSELL E. PALMER AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM P. STIRITZ AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS.	Management	For	For
3	PROPOSAL TO AMEND MAY S EXECUTIVE INCENTIVE COMPENSATION PLAN FOR CORPORATE EXECUTIVES.	Management	For	For
4	PROPOSAL TO AMEND MAY S 1994 STOCK INCENTIVE PLAN.	Management	For	Against
5	PROPOSAL BY A SHAREOWNER CONCERNING A CLASSIFIED BOARD.	Shareholder	Against	For

ISSUER NAME: THE MEN'S WEARHOUSE, INC. MEETING DATE: 07/01/2003
TICKER: MW     SECURITY ID: 587118100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GEORGE ZIMMER AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID H. EDWAB AS A DIRECTOR	Management	For	For
1.3	ELECT RINALDO S. BRUTOCO AS A DIRECTOR	Management	For	For
1.4	ELECT MICHAEL L. RAY, PH.D. AS A DIRECTOR	Management	For	For
1.5	ELECT SHELDON I. STEIN AS A DIRECTOR	Management	For	For
1.6	ELECT KATHLEEN MASON AS A DIRECTOR	Management	For	For
2	PROPOSAL REGARDING A CODE OF CONDUCT BASED ON THE UNITED NATION S INTERNATIONAL LABOR ORGANIZATION S STANDARDS FOR WORKERS RIGHTS.	Shareholder	Against	Against
3	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: THE TALBOTS, INC. MEETING DATE: 05/27/2004
TICKER: TLB     SECURITY ID: 874161102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ARNOLD B. ZETCHER AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN W. GLEESON AS A DIRECTOR	Management	For	For
1.3	ELECT ELIZABETH T. KENNAN AS A DIRECTOR	Management	For	For
1.4	ELECT YOICHI KIMURA AS A DIRECTOR	Management	For	For
1.5	ELECT MOTOYA OKADA AS A DIRECTOR	Management	For	For
1.6	ELECT GARY M. PFEIFFER AS A DIRECTOR	Management	For	For
1.7	ELECT SUSAN M. SWAIN AS A DIRECTOR	Management	For	For
1.8	ELECT TOSHIJI TOKIWA AS A DIRECTOR	Management	For	For
1.9	ELECT ISAO TSURUTA AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR.	Management	For	For

ISSUER NAME: THE WET SEAL, INC. MEETING DATE: 05/27/2004
TICKER: WTSLA     SECURITY ID: 961840105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GEORGE H. BENTER JR. AS A DIRECTOR	Management	For	For
1.2	ELECT BARRY J. ENTOUS AS A DIRECTOR	Management	For	For
1.3	ELECT STEPHEN GROSS AS A DIRECTOR	Management	For	For
1.4	ELECT WALTER F. LOEB AS A DIRECTOR	Management	For	For
1.5	ELECT WILFRED POSLUNS AS A DIRECTOR	Management	For	For
1.6	ELECT ALAN SIEGEL AS A DIRECTOR	Management	For	For
1.7	ELECT IRVING TEITELBAUM AS A DIRECTOR	Management	For	For

ISSUER NAME: TOMMY HILFIGER CORPORATION MEETING DATE: 11/03/2003
TICKER: TOM     SECURITY ID: G8915Z102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID F. DYER AS A DIRECTOR	Management	For	For
1.2	ELECT CLINTON V. SILVER AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE TOMMY HILFIGER CORPORATION 2003 INCENTIVE COMPENSATION PLAN.	Management	For	For
3	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLC AS INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: TOO, INC. MEETING DATE: 05/13/2004
TICKER: TOO     SECURITY ID: 890333107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID A. KRINSKY AS A DIRECTOR	Management	For	For
1.2	ELECT KENNETH J. STROTTMAN AS A DIRECTOR	Management	For	For
2	RE-APPROVAL OF THE MATERIAL TERMS OF THE INCENTIVE COMPENSATION PERFORMANCE PLAN.	Management	For	For

ISSUER NAME: TOYS 'R' US, INC. MEETING DATE: 06/02/2004
TICKER: TOY     SECURITY ID: 892335100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROANN COSTIN AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN H. EYLER, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT ROGER N. FARAH AS A DIRECTOR	Management	For	For
1.4	ELECT PETER A. GEORGESCU AS A DIRECTOR	Management	For	For
1.5	ELECT CINDA A. HALLMAN AS A DIRECTOR	Management	For	For
1.6	ELECT CALVIN HILL AS A DIRECTOR	Management	For	For
1.7	ELECT NANCY KARCH AS A DIRECTOR	Management	For	For
1.8	ELECT NORMAN S. MATTHEWS AS A DIRECTOR	Management	For	For
1.9	ELECT ARTHUR B. NEWMAN AS A DIRECTOR	Management	For	For
1.10	ELECT FRANK R. NOONAN AS A DIRECTOR	Management	For	For
2	STOCKHOLDER PROPOSAL REGARDING VOTING.	Shareholder	Against	Against

ISSUER NAME: VF CORPORATION MEETING DATE: 04/27/2004
TICKER: VFC     SECURITY ID: 918204108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDWARD E. CRUTCHFIELD AS A DIRECTOR	Management	For	For
1.2	ELECT GEORGE FELLOWS AS A DIRECTOR	Management	For	For
1.3	ELECT DANIEL R. HESSE AS A DIRECTOR	Management	For	For
1.4	ELECT CLARENCE OTIS, JR. AS A DIRECTOR	Management	For	For
2	APPROVE AN AMENDMENT AND RESTATEMENT OF VF S 1996 STOCK COMPENSATION PLAN.	Management	For	Against
3	RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS VF S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 1, 2005.	Management	For	For
4	SHAREHOLDER PROPOSAL REQUESTING DECLASSIFICATION OF THE BOARD OF DIRECTORS FOR THE PURPOSE OF DIRECTOR ELECTIONS.	Shareholder	Against	For
5	SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF DIRECTORS TO ADOPT A POLICY RELATING TO INTERNATIONAL LABOR ORGANIZATION STANDARDS AND ISSUE A REPORT ON THE POLICY S IMPLEMENTATION.	Shareholder	Against	Against

ISSUER NAME: WAL-MART STORES, INC. MEETING DATE: 06/04/2004
TICKER: WMT     SECURITY ID: 931142103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES W. BREYER AS A DIRECTOR	Management	For	For
1.2	ELECT M. MICHELE BURNS AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS M. COUGHLIN AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID D. GLASS AS A DIRECTOR	Management	For	For
1.5	ELECT ROLAND A. HERNANDEZ AS A DIRECTOR	Management	For	For
1.6	ELECT DAWN G. LEPORE AS A DIRECTOR	Management	For	For
1.7	ELECT JOHN D. OPIE AS A DIRECTOR	Management	For	For
1.8	ELECT J. PAUL REASON AS A DIRECTOR	Management	For	For
1.9	ELECT H. LEE SCOTT, JR. AS A DIRECTOR	Management	For	For
1.10	ELECT JACK C. SHEWMAKER AS A DIRECTOR	Management	For	For
1.11	ELECT JOSE H. VILLARREAL AS A DIRECTOR	Management	For	For
1.12	ELECT JOHN T. WALTON AS A DIRECTOR	Management	For	For
1.13	ELECT S. ROBSON WALTON AS A DIRECTOR	Management	For	For
1.14	ELECT CHRISTOPHER J. WILLIAMS AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE ASDA COLLEAGUE SHARE OWNERSHIP PLAN 1999	Management	For	For
3	APPROVAL OF THE ASDA SHARESAVE PLAN 2000	Management	For	For
4	APPROVAL OF THE WAL-MART STORES, INC. 2004 ASSOCIATE STOCK PURCHASE PLAN	Management	For	Against
5	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS	Management	For	For
6	A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN	Shareholder	Against	Against
7	A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY REPORT	Shareholder	Against	Against
8	A SHAREHOLDER PROPOSAL REGARDING EQUITY COMPENSATION	Shareholder	Against	Against
9	A SHAREHOLDER PROPOSAL REGARDING GENETICALLY ENGINEERED FOOD PRODUCTS	Shareholder	Against	Against
10	A SHAREHOLDER PROPOSAL REGARDING AN EQUAL EMPLOYMENT OPPORTUNITY REPORT	Shareholder	Against	Against
11	A SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER APPROVAL OF PARTICIPATION IN THE OFFICER DEFERRED COMPENSATION PLAN	Shareholder	Against	Against

ISSUER NAME: WALGREEN CO. MEETING DATE: 01/14/2004
TICKER: WAG     SECURITY ID: 931422109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID W. BERNAUER AS A DIRECTOR	Management	For	For
1.2	ELECT WILLIAM C. FOOTE AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES J. HOWARD AS A DIRECTOR	Management	For	For
1.4	ELECT ALAN G. MCNALLY AS A DIRECTOR	Management	For	For
1.5	ELECT CORDELL REED AS A DIRECTOR	Management	For	For
1.6	ELECT JEFFREY A. REIN AS A DIRECTOR	Management	For	For
1.7	ELECT DAVID Y. SCHWARTZ AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN B. SCHWEMM AS A DIRECTOR	Management	For	For
1.9	ELECT MARILOU M. VON FERSTEL AS A DIRECTOR	Management	For	For
1.10	ELECT CHARLES R. WALGREEN III AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDED AND RESTATED WALGREEN CO. NONEMPLOYEE DIRECTOR STOCK PLAN.	Management	For	For

ISSUER NAME: WEIS MARKETS, INC. MEETING DATE: 04/14/2004
TICKER: WMK     SECURITY ID: 948849104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT F. WEIS AS A DIRECTOR	Management	For	For
1.2	ELECT JONATHAN H. WEIS AS A DIRECTOR	Management	For	For
1.3	ELECT NORMAN S. RICH AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM R. MILLS AS A DIRECTOR	Management	For	For
1.5	ELECT MICHAEL M. APFELBAUM AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD E. SHULMAN AS A DIRECTOR	Management	For	For
1.7	ELECT STEVEN C. SMITH AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE CORPORATION.	Management	For	For

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

ISSUER NAME: WHOLE FOODS MARKET, INC. MEETING DATE: 03/22/2004
TICKER: WFMI     SECURITY ID: 966837106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID W. DUPREE AS A DIRECTOR	Management	For	For
1.2	ELECT GABRIELLE E. GREENE AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN P. MACKEY AS A DIRECTOR	Management	For	For
1.4	ELECT MORRIS J. SIEGEL AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE AMENDMENT TO THE 1992 INCENTIVE STOCK OPTION PLAN FOR TEAM MEMBERS.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2004.	Management	For	For
4	SHAREHOLDER PROPOSAL REGARDING THE COMPANY S SHAREHOLDER RIGHTS PLAN.	Shareholder	Against	Against

ISSUER NAME: WILD OATS MARKETS, INC. MEETING DATE: 05/06/2004
TICKER: OATS     SECURITY ID: 96808B107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN A. SHIELDS AS A DIRECTOR	Management	For	For
1.2	ELECT BRIAN K. DEVINE AS A DIRECTOR	Management	For	For
1.3	ELECT DR. STACEY BELL AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OF ERNST & YOUNG, LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR ITS FISCAL YEAR ENDING JANUARY 1, 2005.	Management	For	For

ISSUER NAME: WILSONS THE LEATHER EXPERTS INC. MEETING DATE: 06/03/2004
TICKER: WLSN     SECURITY ID: 972463103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL T. COWHIG AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID L. ROGERS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005.	Management	For	For

ISSUER NAME: WILSONS THE LEATHER EXPERTS INC. MEETING DATE: 06/24/2004
TICKER: WLSN     SECURITY ID: 972463103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF THE ISSUANCE AND SALE OF AN AGGREGATE OF 17,948,718 SHARES OF THE COMPANY S COMMON STOCK, PAR VALUE $0.01 PER SHARE, AND WARRANTS TO PURCHASE AN AGGREGATE OF TWO MILLION SHARES OF THE COMPANY S COMMON STOCK, ON THE TERMS AND SUBJECT TO THE CONDITIONS DESCRIBED IN THE PROXY STATEMENT DATED MAY 20, 2004.	Management	For	For

ISSUER NAME: WINN-DIXIE STORES, INC. MEETING DATE: 10/08/2003
TICKER: WIN     SECURITY ID: 974280109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT TILLIE K. FOWLER* AS A DIRECTOR	Management	For	Withhold
1.2	ELECT FRANK LAZARAN* AS A DIRECTOR	Management	For	Withhold
1.3	ELECT EDWARD W. MEHRER, JR.* AS A DIRECTOR	Management	For	Withhold
1.4	ELECT RONALD TOWNSEND* AS A DIRECTOR	Management	For	Withhold
1.5	ELECT JOHN E. ANDERSON** AS A DIRECTOR	Management	For	Withhold
2	APPROVAL OF THE MATERIAL TERMS OF THE INCENTIVE COMPENSATION PERFORMANCE GOALS UNDER THE ANNUAL INCENTIVE PLAN	Management	For	For
3	APPROVAL OF AN AMENDMENT TO THE KEY EMPLOYEE STOCK OPTION PLAN	Management	For	Against
4	RATIFICATION OF KPMG LLP AS INDEPENDENT AUDITORS	Management	For	For

ISSUER NAME: YANKEE CANDLE COMPANY, INC. MEETING DATE: 06/16/2004
TICKER: YCC     SECURITY ID: 984757104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DALE F. FREY AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL F. HINES AS A DIRECTOR	Management	For	For
1.3	ELECT RONALD L. SARGENT AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.	Management	For	For

ISSUER NAME: YUM! BRANDS, INC. MEETING DATE: 05/20/2004
TICKER: YUM     SECURITY ID: 988498101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT HOLLAND, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID C. NOVAK AS A DIRECTOR	Management	For	For
1.3	ELECT JACKIE TRUJILLO AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE PROPOSAL TO APPROVE THE COMPANY S EXECUTIVE INCENTIVE COMPENSATION PLAN (PAGE 18 OF PROXY)	Management	For	For
3	RATIFICATION OF INDEPENDENT AUDITORS (PAGE 20 OF PROXY)	Management	For	For
4	SHAREHOLDER PROPOSAL RELATING TO SMOKE-FREE FACILITIES (PAGE 21 OF PROXY)	Shareholder	Against	Against
5	SHAREHOLDER PROPOSAL RELATING TO A SUSTAINABILITY REPORT (PAGE 23 OF PROXY)	Shareholder	Against	Against
6	SHAREHOLDER PROPOSAL RELATING TO THE MACBRIDE PRINCIPLES (PAGE 26 OF PROXY)	Shareholder	Against	Against
7	SHAREHOLDER PROPOSAL RELATING TO A GENETICALLY ENGINEERED FOOD REPORT (PAGE 28 OF PROXY)	Shareholder	Against	Against
8	SHAREHOLDER PROPOSAL RELATING TO AN ANIMAL WELFARE STANDARDS REPORT (PAGE 31 OF PROXY)	Shareholder	Against	Against