UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                         FORM N-PX

      ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY



Investment Company Act file number:                     811-3346

Exact name of registrant as specified in charter:       Oppenheimer Series Fund, Inc.

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

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

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

Date of fiscal year end:                                10/31

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

Item 1.           Proxy Voting Record





=================== OPPENHEIMER DISCIPLINED ALLOCATION FUND ====================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Darman            For       Withhold   Management
1.2   Elect  Director Alice F. Emerson          For       Withhold   Management
1.3   Elect  Director Paul T. Hanrahan          For       Withhold   Management
1.4   Elect  Director Kristina M. Johnson       For       Withhold   Management
1.5   Elect  Director John A. Koskinen          For       Withhold   Management
1.6   Elect  Director Philip Lader              For       Withhold   Management
1.7   Elect  Director John H. McArthur          For       Withhold   Management
1.8   Elect  Director Sandra O. Moose           For       Withhold   Management
1.9   Elect  Director Philip A. Odeen           For       Withhold   Management
1.10  Elect  Director Charles O. Rossotti       For       Withhold   Management
1.11  Elect  Director Sven Sandstrom            For       Withhold   Management
1.12  Elect  Director Roger W. Sant             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

AETNA INC.

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

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


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

ALTRIA GROUP, INC.

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

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


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

AMGEN, INC.

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

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


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

AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors William F. Aldinger      For       Withhold   Management
1.2   Elect  Directors Kenneth T. Derr          For       Withhold   Management
1.3   Elect  Directors David W. Dorman          For       Withhold   Management
1.4   Elect  Directors M. Kathryn Eickhoff      For       Withhold   Management
1.5   Elect  Directors Herbet L. Henkel         For       Withhold   Management
1.6   Elect  Directors Frank C. Herringer       For       Withhold   Management
1.7   Elect  Directors Shirley Ann Jackson      For       Withhold   Management
1.8   Elect  Directors Jon C. Madonna           For       Withhold   Management
1.9   Elect  Directors Donald F. McHenry        For       Withhold   Management
1.10  Elect  Directors Tony L. White            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Report on Executive Compensation          Against   Abstain    Shareholder


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

BANK OF AMERICA CORP.

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

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


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

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       Withhold   Management
1.2   Elect  Director Nicholas M. Donofrio      For       Withhold   Management
1.3   Elect  Director Alan R. Griffith          For       Withhold   Management
1.4   Elect  Director Gerald L. Hassell         For       Withhold   Management
1.5   Elect  Director Richard J. Kogan          For       Withhold   Management
1.6   Elect  Director Michael J. Kowalski       For       Withhold   Management
1.7   Elect  Director John A. Luke, Jr.         For       Withhold   Management
1.8   Elect  Director John C. Malone            For       Withhold   Management
1.9   Elect  Director Paul Myners, CBE          For       Withhold   Management
1.10  Elect  Director Robert C. Pozen           For       Withhold   Management
1.11  Elect  Director Catherine A. Rein         For       Withhold   Management
1.12  Elect  Director Thomas A. Renyi           For       Withhold   Management
1.13  Elect  Director William C. Richardson     For       Withhold   Management
1.14  Elect  Director Brian L. Roberts          For       Withhold   Management
1.15  Elect  Director Samuel C. Scott III       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Composition of Committee to         Against   Against    Shareholder
      Independent Directors
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John H. Biggs             For       Withhold   Management
1.2   Elect  Director John E. Bryson            For       Withhold   Management
1.3   Elect  Director Linda Z. Cook             For       For        Management
1.4   Elect  Director Rozanne L. Ridgway        For       Withhold   Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Develop Ethical Criteria for Military     Against   Abstain    Shareholder
      Contracts
5     Adopt Amended Workplace Code of Conduct   Against   Abstain    Shareholder
6     Declassify the Board of Directors         Against   For        Shareholder
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Adopt a Policy that will Commit Executive Against   Abstain    Shareholder
      & Directors to Hold at least 75% of their
      Shares
10    Provide Employees Choice of Pension Plans Against   Abstain    Shareholder
      at Retirement or Termination


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

BOISE CASCADE CORP.

Ticker:       BCC            Security ID:  097383103
Meeting Date: APR 15, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Claire S. Farley          For       Withhold   Management
1.2   Elect  Director Rakesh Gangwal            For       Withhold   Management
1.3   Elect  Director Gary G. Michael           For       Withhold   Management
1.4   Elect  Director A. William Reynolds       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: OCT 6, 2003    Meeting Type: Special
Record Date:  AUG 27, 2003

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


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

BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 19, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ursula M. Burns           For       For        Management
1.2   Elect  Director Marye Anne Fox            For       For        Management
1.3   Elect  Director N.J. Nicholas, Jr.        For       For        Management
1.4   Elect  Director John E. Pepper            For       For        Management
2     Ratify Auditors                           For       For        Management


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

BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold M. Nemirow         For       Withhold   Management
1.2   Elect  Director Arthur R. Sawchuk         For       Withhold   Management
1.3   Elect  Director Gordon D. Giffin          For       Withhold   Management
1.4   Elect  Director Douglas A. Pertz          For       Withhold   Management


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

BP PLC  (FORM. BP AMOCO PLC )

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

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


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

CALIFORNIA AMPLIFIER, INC.

Ticker:       CAMP           Security ID:  129900106
Meeting Date: JUL 17, 2003   Meeting Type: Annual
Record Date:  JUN 10, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ira Coron                  For       For        Management
1.2   Elect Director Fred Sturm                 For       For        Management
1.3   Elect Director Richard Gold               For       For        Management
1.4   Elect Director Arthur Hausman             For       For        Management
1.5   Elect Director Frank Perna, Jr.           For       For        Management
1.6   Elect Director Thomas Ringer              For       For        Management
2     Other Business                            For       Against    Management


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director The Right Honourable      For       Withhold   Management
      Brian Mulroney
1.2   Elect  Director Ronald L. Nelson          For       Withhold   Management
1.3   Elect  Director Robert W. Pittman         For       Withhold   Management
1.4   Elect  Director Myra J. Biblowit          For       Withhold   Management
1.5   Elect  Director Sheli Z. Rosenberg        For       Withhold   Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder


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

CHOICEPOINT INC.

Ticker:       CPS            Security ID:  170388102
Meeting Date: APR 29, 2004   Meeting Type: Annual
Record Date:  MAR 10, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John B. Mccoy             For       For        Management
1.2   Elect  Director Thomas M. Coughlin        For       For        Management
1.3   Elect  Director Derek V. Smith            For       For        Management
2     Approve Deferred Compensation Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Zoe Baird                 For       Withhold   Management
1.2   Elect  Director Sheila P. Burke           For       Withhold   Management
1.3   Elect  Director James I. Cash, Jr.        For       Withhold   Management
1.4   Elect  Director Joel J. Cohen             For       Withhold   Management
1.5   Elect  Director James M. Cornelius        For       Withhold   Management
1.6   Elect  Director John D. Finnegan          For       Withhold   Management
1.7   Elect  Director David H. Hoag             For       Withhold   Management
1.8   Elect  Director Klaus J. Mangold          For       Withhold   Management
1.9   Elect  Director Sir David G. Scholey, CBE For       Withhold   Management
1.10  Elect  Director Raymond G. H. Seitz       For       Withhold   Management
1.11  Elect  Director Lawrence M. Small         For       Withhold   Management
1.12  Elect  Director Daniel E. Somers          For       Withhold   Management
1.13  Elect  Director Karen Hastie Williams     For       Withhold   Management
1.14  Elect  Director James M. Zimmerman        For       Withhold   Management
1.15  Elect  Director Alfred W. Zollar          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities


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

CIT GROUP INC

Ticker:       CIT            Security ID:  125581108
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Albert R. Gamper, Jr.     For       For        Management
1.2   Elect  Director Gary C. Butler            For       For        Management
1.3   Elect  Director William A. Farlinger      For       For        Management
1.4   Elect  Director William M. Freeman        For       For        Management
1.5   Elect  Director Hon. Thomas H. Kean       For       For        Management
1.6   Elect  Director Edward J. Kelly, III      For       For        Management
1.7   Elect  Director Marianne Miller Parrs     For       For        Management
1.8   Elect  Director Jeffrey M. Peek           For       For        Management
1.9   Elect  Director John R. Ryan              For       For        Management
1.10  Elect  Director Peter J. Tobin            For       For        Management
1.11  Elect  Director Lois M. Van Deusen        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

CITIGROUP INC.

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

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


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

COSTCO WHOLESALE CORPORATION

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

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


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

CSG SYSTEMS INTERNATIONAL, INC.

Ticker:       CSGS           Security ID:  126349109
Meeting Date: MAY 28, 2004   Meeting Type: Annual
Record Date:  MAR 30, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Janice I. Obuchowski      For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management


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

DELL INC.

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

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


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

DOW CHEMICAL COMPANY, THE

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

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


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

ECHOSTAR COMMUNICATIONS CORP.

Ticker:       DISH           Security ID:  278762109
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael T. Dugan          For       Withhold   Management
1.2   Elect  Director James Defranco            For       Withhold   Management
1.3   Elect  Director Cantey Ergen              For       Withhold   Management
1.4   Elect  Director Charles W. Ergen          For       Withhold   Management
1.5   Elect  Director Raymond L. Friedlob       For       Withhold   Management
1.6   Elect  Director Steven R. Goodbarn        For       Withhold   Management
1.7   Elect  Director David K. Moskowitz        For       Withhold   Management
1.8   Elect  Director C. Michael Schroeder      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    Management


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

EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee T. Todd, Jr., Ph.D.   For       For        Management
1.2   Elect  Director Murry S. Gerber           For       For        Management
1.3   Elect  Director George L. Miles, Jr.      For       For        Management
1.4   Elect  Director James W. Whalen           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FLEETBOSTON FINANCIAL CORP.

Ticker:       FLT            Security ID:  339030108
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

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


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Reelect Richard Sharp as Director         For       For        Management
2a    Reelect James Davidson as Director        For       For        Management
2b    Reelect Lip-Bu Tan as Director            For       For        Management
3     Reelect Patrick Foley as Director         For       For        Management
4     Reappoint Deloitte & Touche as Auditors   For   For        Management
      and Authorize Board to Fix Their
      Remuneration
5     Amend 1997 Employee Share Purchase Plan   For       For        Management
6     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
7     Approve Nonexecutive Directors' Fees      For       For        Management
8     Authorize Share Repurchase Program        For       For        Management


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 16, 2004   Meeting Type: Written Consent
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
2.1   Elect  Director Herbert W. Boyer          For       For        Management
2.2   Elect  Director Arthur D. Levinson        For       For        Management
2.3   Elect  Director Mark Richmond             For       For        Management
2.4   Elect  Director Charles A. Sanders        For       For        Management
2.5   Elect  Director William M. Burns          For       For        Management
2.6   Elect  Director Erich Hunziker            For       For        Management
2.7   Elect  Director Jonathan K.C. Knowles     For       Withhold   Management
3     Elect Director  M. Burns                  For       For        Management
4     Elect Director Erich Hunziker             For       For        Management
5     Elect Director Jonathan K.C. Knowles      For       For        Management
6     Increase Authorized Common Stock          For       Against    Management
7     Approve Omnibus Stock Plan                For       Against    Management
8     Ratify Auditors                           For       For        Management


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442832
Meeting Date: OCT 3, 2003    Meeting Type: Written Consent
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles                            For       For        Management
2     Amend Articles                            For       For        Management
3     Approve Hughes Split-Off                  For       For        Management
4     Approve GM/News Stock Sale                For       For        Management
5     Approve News Stock Acquisition            For       For        Management
6     Amend Articles                            For       For        Management


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

GILEAD SCIENCES, INC.

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

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


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

HALLIBURTON CO.

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

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


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       Withhold   Management
1.2   Elect  Director P.C. Dunn                 For       Withhold   Management
1.3   Elect  Director C.S. Fiorina              For       Withhold   Management
1.4   Elect  Director R.A. Hackborn             For       Withhold   Management
1.5   Elect  Director G.A. Keyworth II          For       Withhold   Management
1.6   Elect  Director R.E. Knowling, Jr.        For       Withhold   Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       Withhold   Management
1.9   Elect  Director L.S. Salhany              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


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

IAC / INTERACTIVECORP

Ticker:       IACI           Security ID:  45840Q101
Meeting Date: JUN 23, 2004   Meeting Type: Annual
Record Date:  APR 29, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard N. Barton         For       Withhold   Management
1.2   Elect  Director Robert R. Bennett         For       Withhold   Management
1.3   Elect  Director Edgar Bronfman, Jr.       For       Withhold   Management
1.4   Elect  Director Barry Diller              For       Withhold   Management
1.5   Elect  Director Victor A. Kaufman         For       Withhold   Management
1.6   Elect  Director Donald R. Keough          For       Withhold   Management
1.7   Elect  Director Marie-Josee Kravis        For       Withhold   Management
1.8   Elect  Director John C. Malone            For       Withhold   Management
1.9   Elect  Director Steven Rattner            For       Withhold   Management
1.10  Elect  Director Gen. H.N. Schwarzkopf     For       Withhold   Management
1.11  Elect  Director Alan G. Spoon             For       Withhold   Management
1.12  Elect  Director Diane Von Furstenberg     For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2003   Meeting Type: Annual
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Moshe Kaganoff             For       For        Management
1.2   Elect Director James S. Gilmore, III      For       For        Management
1.3   Elect Director Jack F. Kemp               For       Withhold   Management
1.4   Elect Director Admiral William A. Owens   For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Approve Stock Award to Executive          For       For        Management
5     Ratify Auditors                           For       For        Management


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

INTEL CORP.

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

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


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Battey         For       For        Management
1.2   Elect  Director H. A. True, III           For       For        Management
1.3   Elect  Director Fayez Sarofim             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Prepare a Sustainability Report           Against   Abstain    Shareholder
5     Expense Stock Options                     Against   For        Shareholder


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

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       For        Management
1.2   Elect  Director Paul A. Gould             For       For        Management
1.3   Elect  Director John C. Malone            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

LUKOIL OAO

Ticker:       LUKFY          Security ID:  677862104
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT 2003, OF    For       For        Management
      THE ANNUAL ACCOUNTS INCLUDING THE PROFIT
      AND LOSS STATEMENT
2     AMOUNT, PAYMENT DATE, AND FORM OF PAYMENT For       For        Management
      OF DIVIDENDS
3     ELECTION OF THE MEMBERS OF THE BOARD OF   For       Withhold   Management
      DIRECTORS.
4     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: NIKITENKO, VLADIMIR
      NIKOLAYEVICH
5     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: SKLYAROVA, TATIANA
      SERGUEYEVNA
6     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: TANULYAK, NATALIA ILYINICHNA
7     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: KONDRATIEV, PAVEL
      GENNADIEVICH
8     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: BULAVINA, LYUDMILA
      MIKHAILOVNA
9     REMUNERATION AND COMPENSATION OF EXPENSES For       For        Management
      TO THE MEMBERS OF THE BOARD OF DIRECTORS
      AND AUDIT COMMISSION OF OAO LUKOIL
10    APPROVAL OF THE EXTERNAL AUDITOR OF THE   For       For        Management
      COMPANY
11    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      CHARTER OF OAO LUKOIL
12    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      REGULATIONS ON THE PROCEDURE FOR
      PREPARING AND HOLDING THE SHAREHOLDERS
      MEETING
13    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      REGULATIONS ON THE BOARD OF DIRECTORS OF
      LUKOIL
14    APPROVAL OF TRANSACTIONS INVOLVING        For       For        Management
      INTERESTED/RELATED PARTIES


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Withhold   Management
1.2   Elect  Director Walter E. Massey          For       Withhold   Management
1.3   Elect  Director John W. Rogers, Jr.       For       Withhold   Management
1.4   Elect  Director Anne-Marie Slaughter      For       Withhold   Management
1.5   Elect  Director Roger W. Stone            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

MEDIMMUNE, INC.

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

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


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

MEDTRONIC, INC.

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

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


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

MERRILL LYNCH & CO., INC.

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

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


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

MICROSOFT CORP.

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

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


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

MORGAN STANLEY

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

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


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

NATIONAL SEMICONDUCTOR CORP.

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

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


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

NIKE, INC.

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

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


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

OFFICEMAX, INC.

Ticker:       OMX            Security ID:  67622M108
Meeting Date: DEC 9, 2003    Meeting Type: Special
Record Date:  NOV 3, 2003

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


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 13, 2003   Meeting Type: Annual
Record Date:  AUG 21, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence J. Ellison        For       For        Management
1.2   Elect Director Donald L. Lucas            For       For        Management
1.3   Elect Director Michael J. Boskin          For       For        Management
1.4   Elect Director Jeffrey O. Henley          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey Berg               For       For        Management
1.7   Elect Director Safra Catz                 For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director Joseph A. Grundfest        For       For        Management
1.10  Elect Director H. Raymond Bingham         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
5     Implement China Principles                Against   Against    Shareholder


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

PACIFICARE HEALTH SYSTEMS, INC.

Ticker:       PHS            Security ID:  695112102
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 31, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Aida Alvarez              For       Withhold   Management
1.2   Elect  Director Bradley C. Call           For       Withhold   Management
1.3   Elect  Director Terry O. Hartshorn        For       Withhold   Management
1.4   Elect  Director Dominic Ng                For       Withhold   Management
1.5   Elect  Director Howard G. Phanstiel       For       Withhold   Management
1.6   Elect  Director Warren E. Pinckert Ii     For       Withhold   Management
1.7   Elect  Director David A. Reed             For       Withhold   Management
1.8   Elect  Director Charles R. Rinehart       For       Withhold   Management
1.9   Elect  Director Linda Rosenstock          For       Withhold   Management
1.10  Elect  Director Lloyd E. Ross             For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Ratify Auditors                           For       For        Management


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

PFIZER INC.

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

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


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Andrews          For       Withhold   Management
1.2   Elect  Director Leslie S. Biller          For       Withhold   Management
1.3   Elect  Director David A. Coulter          For       Withhold   Management
1.4   Elect  Director C. Lee Cox                For       Withhold   Management
1.5   Elect  Director Robert D. Glynn, Jr.      For       Withhold   Management
1.6   Elect  Director David M. Lawrence, MD     For       Withhold   Management
1.7   Elect  Director Mary S. Metz              For       Withhold   Management
1.8   Elect  Director Barry Lawson Williams     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
5     Require Directors be a Link-Free          Against   Against    Shareholder
      Directors
6     Adopt Radioactive Waste Policy            Against   Abstain    Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder


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

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Furlong Baldwin        For       For        Management
1.2   Elect  Director Jonathan F. Bank          For       For        Management
1.3   Elect  Director Dan R. Carmichael         For       For        Management
1.4   Elect  Director Neill A. Currie           For       For        Management
1.5   Elect  Director Jay S. Fishman            For       For        Management
1.6   Elect  Director Gregory E.A. Morrison     For       For        Management
1.7   Elect  Director Steven H. Newman          For       For        Management
1.8   Elect  Director Peter T. Pruitt           For       For        Management
2     THE PROPOSAL TO ELECT GREGORY E.A.        For       For        Management
      MORRISON TO THE BOARD OF DIRECTORS OF
      PLATINUM UNDERWRITERS BERMUDA, LTD.
3     THE PROPOSAL TO ELECT MICHAEL D. PRICE TO For       For        Management
      THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
4     THE PROPOSAL TO ELECT WILLIAM A. ROBBIE   For       For        Management
      TO THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
5     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      WILLIAM A. ROBBIE TO THE BOARD OF
      DIRECTORS OF PLATINUM RE (UK) LIMITED.
6     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      RUSSELL WORSLEY TO THE BOARD OF DIRECTORS
      OF PLATINUM RE (UK) LIMITED.
7     THE PROPOSAL TO AMEND BYE-LAWS OF THE     For       For        Management
      COMPANY BY REMOVING SECTION 44(2), WHICH
      REQUIRES THE SHAREHOLDERS OF THE COMPANY
      TO CONSIDER MATTERS THAT ARE SUBMITTED TO
      THE SHAREHOLDERS OF THE COMPANY S
      NON-U.S. SUBSIDIARIES.
8     THE PROPOSAL TO APPROVE THE COMPANY S     For       For        Management
      2002 SHARE INCENTIVE PLAN.
9     Ratify Auditors                           For       For        Management


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

PRAXAIR, INC.

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

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


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

PROVINCE HEALTHCARE CO.

Ticker:       PRV            Security ID:  743977100
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Martin S. Rash            For       Withhold   Management
1.2   Elect  Director Joseph P. Nolan           For       Withhold   Management
1.3   Elect  Director Winfield C. Dunn          For       Withhold   Management
1.4   Elect  Director Paul J. Feldstein         For       Withhold   Management
1.5   Elect  Director David R. Klock            For       Withhold   Management
1.6   Elect  Director Michael P. Haley          For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

PRUDENTIAL FINANCIAL INC

Ticker:       PRU            Security ID:  744320102
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur F. Ryan            For       For        Management
1.2   Elect  Director Gaston Caperton           For       For        Management
1.3   Elect  Director Gilbert F. Casellas       For       For        Management
1.4   Elect  Director Karl J. Krapek            For       For        Management
1.5   Elect  Director Ida F.S. Schmertz         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Abstain    Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelia A. Coffman         For       For        Management
1.2   Elect  Director Raymond V. Dittamore      For       For        Management
1.3   Elect  Director Irwin Mark Jacobs         For       For        Management
1.4   Elect  Director Richard Sulpizio          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Deutch            For       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       Withhold   Management
1.3   Elect  Director William R. Spivey         For       Withhold   Management
1.4   Elect  Director William H. Swanson        For       Withhold   Management
1.5   Elect  Director Linda G. Stuntz           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Abstain    Shareholder
      Contracts
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Declassify the Board of Directors         Against   For        Shareholder
6     Implement MacBride Principles             Against   Abstain    Shareholder
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Executive Pension Benefit to Vote  Against   Against    Shareholder
9     Limit Executive Compensation              Against   Abstain    Shareholder


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

SAPPI LTD.

Ticker:                      Security ID:  803069202
Meeting Date: MAR 1, 2004    Meeting Type: Annual
Record Date:  JAN 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONFIRMATION OF APPOINTMENT OF DIRECTOR   For       For        Management
      APPOINTED SINCE THE LAST ANNUAL GENERAL
      MEETING: MR J C A LESLIE
2     CONFIRMATION OF APPOINTMENT OF DIRECTOR   For       For        Management
      APPOINTED SINCE THE LAST ANNUAL GENERAL
      MEETING: MR H C J MAMSCH
3     RE-ELECTION OF RETIRING DIRECTOR: MR M R  For       For        Management
      HAYMON
4     RE-ELECTION OF RETIRING DIRECTOR: MR E    For       For        Management
      VAN AS
5     RE-ELECTION OF RETIRING DIRECTOR: MR D G  For       For        Management
      WILSON
6     SPECIAL RESOLUTION NUMBER 1 - A GENERAL   For       For        Management
      APPROVAL FOR THE COMPANY AND ITS
      SUBSIDIARIES TO ACQUIRE SAPPI LIMITED
      SHARES.
7     ORDINARY RESOLUTION NUMBER 1 - SPECIFIC   For       Against    Management
      APPROVAL TO SELL TREASURY SHARES TO THE
      SAPPI SHARE INCENTIVE SCHEME.
8     ORDINARY RESOLUTION NUMBER 2 - PLACING    For       For        Management
      ALL THE UNISSUED ORDINARY SHARES IN THE
      AUTHORISED SHARE CAPITAL OF THE COMPANY
      UNDER THE CONTROL OF THE DIRECTORS OF THE
      COMPANY WITH THE AUTHORITY TO ALLOT AND
      ISSUE SAME IN TERMS OF THE COMPANIES ACT
      AND THE LIST
9     ORDINARY RESOLUTION NUMBER 3 - AUTHORITY  For       For        Management
      FOR DIRECTORS TO SIGN ALL DOCUMENTS AND
      DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
      THE ABOVE RESOLUTIONS. *** VOTING CUT-OFF
      DATE: NO LATER THAN FEBRUARY 23, 2004 ***


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       Withhold   Management
1.2   Elect  Director Philip Leder, M.D.        For       Withhold   Management
1.3   Elect  Director Eugene R. McGrath         For       Withhold   Management
1.4   Elect  Director Richard de J. Osborne     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

SCIENTIFIC-ATLANTA, INC.

Ticker:       SFA            Security ID:  808655104
Meeting Date: NOV 7, 2003    Meeting Type: Annual
Record Date:  SEP 15, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marion H. Antonini         For       For        Management
1.2   Elect Director David J. McLaughlin        For       For        Management
1.3   Elect Director James V. Napier            For       For        Management
1.4   Elect Director Sam Nunn                   For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Baum           For       For        Management
1.2   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.3   Elect  Director Richard G. Newman         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
7     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

SILICON GRAPHICS, INC.

Ticker:       SGI            Security ID:  01609E102
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. McDivitt          For       Withhold   Management
1.2   Elect Director Arthur L. Money            For       Withhold   Management
1.3   Elect Director Anthony R. Muller          For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Issuance of Common Stock to       For       For        Management
      Refinance the Covertible Notes
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


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

SMURFIT - STONE CONTAINER CORP.

Ticker:       SSCC           Security ID:  832727101
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Boris            For       Withhold   Management
1.2   Elect  Director Alan E. Goldberg          For       Withhold   Management
1.3   Elect  Director William T. Lynch, Jr.     For       Withhold   Management
1.4   Elect  Director Patrick J. Moore          For       Withhold   Management
1.5   Elect  Director James J. O'Connor         For       Withhold   Management
1.6   Elect  Director Jerry K. Pearlman         For       Withhold   Management
1.7   Elect  Director Thomas A. Reynolds, III   For       Withhold   Management
1.8   Elect  Director William D. Smithburg      For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Deferred Compensation Plan        For       For        Management
5     Submit Executive Compensation to Vote     Against   Against    Shareholder


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

SPINNAKER EXPLORATION COMPANY

Ticker:       SKE            Security ID:  84855W109
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Roger L. Jarvis           For       For        Management
1.2   Elect  Director Howard H. Newman          For       For        Management
1.3   Elect  Director Jeffrey A. Harris         For       For        Management
1.4   Elect  Director Michael E. Mcmahon        For       For        Management
1.5   Elect  Director Sheldon R. Erikson        For       For        Management
1.6   Elect  Director Michael E. Wiley          For       For        Management
2     Ratify Auditors                           For       For        Management


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Hicks Lanier           For       Withhold   Management
1.2   Elect  Director Larry L. Prince           For       Withhold   Management
1.3   Elect  Director Frank S. Royal, M.D.      For       Withhold   Management
1.4   Elect  Director Robert M. Beall, II       For       Withhold   Management
1.5   Elect  Director Jeffrey C. Crowe          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: AUG 21, 2003   Meeting Type: Annual
Record Date:  JUL 8, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Tania Amochaev             For       For        Management
1.2   Elect Director William Coleman            For       For        Management
1.3   Elect Director Dr. Per-Kristian Halvorsen For       For        Management
1.4   Elect Director David Mahoney              For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director Bill Owens                 For       For        Management
1.7   Elect Director George Reyes               For       For        Management
1.8   Elect Director Daniel H. Schulman         For       For        Management
1.9   Elect Director John W. Thompson           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Ratify Auditors                           For       For        Management


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

SYMBOL TECHNOLOGIES, INC.

Ticker:       SBL            Security ID:  871508107
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Nuti           For       Withhold   Management
1.2   Elect  Director Robert J. Chrenc          For       Withhold   Management
1.3   Elect  Director Salvatore Iannuzzi        For       Withhold   Management
1.4   Elect  Director Edward Kozel              For       Withhold   Management
1.5   Elect  Director George Samenuk            For       Withhold   Management
1.6   Elect  Director Melvin A. Yellin          For       Withhold   Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAY 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard W. Roedel         For       For        Management
1.2   Elect  Director Paul Eibeler              For       For        Management
1.3   Elect  Director Oliver R. Grace, Jr.      For       For        Management
1.4   Elect  Director Robert Flug               For       For        Management
1.5   Elect  Director Todd Emmel                For       For        Management
1.6   Elect  Director Mark Lewis                For       For        Management
1.7   Elect  Director Steven Tisch              For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TALISMAN ENERGY INC.

Ticker:       TLM.           Security ID:  87425E103
Meeting Date: MAY 4, 2004    Meeting Type: Annual/Special
Record Date:  MAR 18, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Douglas D. Baldwin, James W.        For       For        Management
      Buckee, Kevin S. Dunne, Al L. Flood, Dale
      G. Parker, Lawrence G. Tapp, Stella M.
      Thompson, Robert G. Welty, Charles W.
      Wilson as Directors
2     Ratify Auditors                           For       For        Management
3     Approve 3:1 Stock Split                   For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Trevor Fetter             For       Withhold   Management
1.2   Elect  Director Van B. Honeycutt          For       Withhold   Management
1.3   Elect  Director John C. Kane              For       Withhold   Management
1.4   Elect  Director Edward A. Kangas          For       Withhold   Management
1.5   Elect  Director J. Robert Kerrey          For       Withhold   Management
1.6   Elect  Director Richard R. Pettingill     For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

TEVA PHARMACEUTICAL INDUSTRIES

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

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


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

TEVA PHARMACEUTICAL INDUSTRIES

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

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


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

TEXAS INSTRUMENTS INC.

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

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


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

THERMO ELECTRON CORP.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 18, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Marijn E. Dekkers         For       For        Management
1.2   Elect  Director Robert A. McCabe          For       For        Management
1.3   Elect  Director Robert W. O'Leary         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Awards to Executives                Against   Abstain    Shareholder


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

TYCO INTERNATIONAL LTD.

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

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


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

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: FEB 11, 2004   Meeting Type: Special
Record Date:  JAN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       Against    Management


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

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: DEC 17, 2003   Meeting Type: Special
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       Against    Management


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

UNIVISION COMMUNICATIONS INC.

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

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


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

UNUMPROVIDENT CORPORATION

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald E. Goldsberry      For       Withhold   Management
1.2   Elect  Director Hugh O. Maclellan, Jr.    For       Withhold   Management
1.3   Elect  Director C. William Pollard        For       Withhold   Management
1.4   Elect  Director John W. Rowe              For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors
6     Establish Other Board Committee           Against   For        Shareholder


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

VODAFONE GROUP PLC

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

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


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

WAL-MART STORES, INC.

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

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


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

WCI COMMUNITIES INC

Ticker:       WCI            Security ID:  92923C104
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director F. Philip Handy           For       Withhold   Management
1.2   Elect  Director Jerry L. Starkey          For       For        Management
1.3   Elect  Director Kathleen M. Shanahan      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       For        Management
1.11  Elect  Director Judith M. Runstad         For       For        Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       For        Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities


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

WESTPORT RESOURCES CORP.

Ticker:       WRC            Security ID:  961418100
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  APR 13, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Laurence D. Belfer        For       For        Management
1.2   Elect  Director James M. Funk             For       For        Management
1.3   Elect  Director Michael Russell           For       For        Management
1.4   Elect  Director Randy Stein               For       For        Management
2     Ratify Auditors                           For       For        Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clifford L. Alexander,    For       Withhold   Management
      Jr.
1.2   Elect  Director Frank A. Bennack, Jr.     For       Withhold   Management
1.3   Elect  Director Richard L. Carrion        For       Withhold   Management
1.4   Elect  Director Robert Essner             For       Withhold   Management
1.5   Elect  Director John D. Feerick           For       Withhold   Management
1.6   Elect  Director Robert Langer             For       Withhold   Management
1.7   Elect  Director John P. Mascotte          For       Withhold   Management
1.8   Elect  Director Mary Lake Polan           For       Withhold   Management
1.9   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.10  Elect  Director Walter V. Shipley         For       Withhold   Management
1.11  Elect  Director John R. Torell III        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Drug Pricing                    Against   Abstain    Shareholder
4     Amend Animal Testing Policy               Against   Abstain    Shareholder


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

XL CAPITAL LTD (FORMERLY EXEL LTD. )

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

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


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

YUKOS OIL

Ticker:                      Security ID:  98849W108
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT OF YUKOS    For       For        Management
      OIL COMPANY FOR 2003.
2     APPROVAL OF THE ANNUAL ACCOUNTING         For       For        Management
      REPORTS, INCLUDING THE PROFIT AND LOSS
      ACCOUNT, OF YUKOS OIL COMPANY FOR FY
      2003.
3     APPROVAL OF DISTRIBUTION OF PROFIT OF     For       For        Management
      YUKOS OIL COMPANY FOR FY 2003, INCLUDING
      PAYMENT OF DIVIDEND ON COMMON SHARES OF
      YUKOS OIL COMPANY, AND OF LOSSES FOR FY
      2003.
4     ELECTION OF THE BOARD OF DIRECTORS OF     For       For        Management
      YUKOS OIL COMPANY.
5     ELECTION OF MURASHOVA ANTONINA B. TO THE  For       For        Management
      AUDITING COMMISSION OF YUKOS OIL COMPANY.
6     ELECTION OF BRITKOVA ELENA V. TO THE      For       For        Management
      AUDITING COMMISSION OF YUKOS OIL COMPANY.
7     ELECTION OF SERZHANOVA MARGARITA O. TO    For       For        Management
      THE AUDITING COMMISSION OF YUKOS OIL
      COMPANY.
8     APPROVAL OF THE AUDITOR OF YUKOS OIL      For       For        Management
      COMPANY FOR 2004.
9     APPROVAL OF THE TOTAL AMOUNT OF           For       For        Management
      REMUNERATION AND REIMBURSEMENTS OF
      DIRECTORS OF YUKOS OIL COMPANY FOR THE
      PERIOD 2004-2005.




============================ OPPENHEIMER VALUE FUND ============================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 3, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard Darman            For       Withhold   Management
1.2   Elect  Director Alice F. Emerson          For       Withhold   Management
1.3   Elect  Director Paul T. Hanrahan          For       Withhold   Management
1.4   Elect  Director Kristina M. Johnson       For       Withhold   Management
1.5   Elect  Director John A. Koskinen          For       Withhold   Management
1.6   Elect  Director Philip Lader              For       Withhold   Management
1.7   Elect  Director John H. McArthur          For       Withhold   Management
1.8   Elect  Director Sandra O. Moose           For       Withhold   Management
1.9   Elect  Director Philip A. Odeen           For       Withhold   Management
1.10  Elect  Director Charles O. Rossotti       For       Withhold   Management
1.11  Elect  Director Sven Sandstrom            For       Withhold   Management
1.12  Elect  Director Roger W. Sant             For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

AETNA INC.

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

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


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

ALTRIA GROUP, INC.

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

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


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

AMERICAN EXPRESS CO.

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

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


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

AT&T CORP.

Ticker:       T              Security ID:  001957505
Meeting Date: MAY 19, 2004   Meeting Type: Annual
Record Date:  MAR 25, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Directors William F. Aldinger      For       Withhold   Management
1.2   Elect  Directors Kenneth T. Derr          For       Withhold   Management
1.3   Elect  Directors David W. Dorman          For       Withhold   Management
1.4   Elect  Directors M. Kathryn Eickhoff      For       Withhold   Management
1.5   Elect  Directors Herbet L. Henkel         For       Withhold   Management
1.6   Elect  Directors Frank C. Herringer       For       Withhold   Management
1.7   Elect  Directors Shirley Ann Jackson      For       Withhold   Management
1.8   Elect  Directors Jon C. Madonna           For       Withhold   Management
1.9   Elect  Directors Donald F. McHenry        For       Withhold   Management
1.10  Elect  Directors Tony L. White            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Report on Executive Compensation          Against   Abstain    Shareholder


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

BANK OF AMERICA CORP.

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

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


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

BANK OF AMERICA CORP.

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

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


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

BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank J. Biondi, Jr.      For       Withhold   Management
1.2   Elect  Director Nicholas M. Donofrio      For       Withhold   Management
1.3   Elect  Director Alan R. Griffith          For       Withhold   Management
1.4   Elect  Director Gerald L. Hassell         For       Withhold   Management
1.5   Elect  Director Richard J. Kogan          For       Withhold   Management
1.6   Elect  Director Michael J. Kowalski       For       Withhold   Management
1.7   Elect  Director John A. Luke, Jr.         For       Withhold   Management
1.8   Elect  Director John C. Malone            For       Withhold   Management
1.9   Elect  Director Paul Myners, CBE          For       Withhold   Management
1.10  Elect  Director Robert C. Pozen           For       Withhold   Management
1.11  Elect  Director Catherine A. Rein         For       Withhold   Management
1.12  Elect  Director Thomas A. Renyi           For       Withhold   Management
1.13  Elect  Director William C. Richardson     For       Withhold   Management
1.14  Elect  Director Brian L. Roberts          For       Withhold   Management
1.15  Elect  Director Samuel C. Scott III       For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Report on Political Contributions         Against   Abstain    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Limit Composition of Committee to         Against   Against    Shareholder
      Independent Directors
7     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 3, 2004    Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John H. Biggs             For       Withhold   Management
1.2   Elect  Director John E. Bryson            For       Withhold   Management
1.3   Elect  Director Linda Z. Cook             For       For        Management
1.4   Elect  Director Rozanne L. Ridgway        For       Withhold   Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Develop Ethical Criteria for Military     Against   Abstain    Shareholder
      Contracts
5     Adopt Amended Workplace Code of Conduct   Against   Abstain    Shareholder
6     Declassify the Board of Directors         Against   For        Shareholder
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
9     Adopt a Policy that will Commit Executive Against   Abstain    Shareholder
      & Directors to Hold at least 75% of their
      Shares
10    Provide Employees Choice of Pension Plans Against   Abstain    Shareholder
      at Retirement or Termination


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

BOWATER INC.

Ticker:       BOW            Security ID:  102183100
Meeting Date: MAY 12, 2004   Meeting Type: Annual
Record Date:  MAR 15, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arnold M. Nemirow         For       Withhold   Management
1.2   Elect  Director Arthur R. Sawchuk         For       Withhold   Management
1.3   Elect  Director Gordon D. Giffin          For       Withhold   Management
1.4   Elect  Director Douglas A. Pertz          For       Withhold   Management


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

BP PLC  (FORM. BP AMOCO PLC )

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

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


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

BROOKS AUTOMATION, INC.

Ticker:       BRKS           Security ID:  114340102
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert J. Therrien        For       Withhold   Management
1.2   Elect  Director Roger D. Emerick          For       Withhold   Management
1.3   Elect  Director Amin J. Khoury            For       Withhold   Management
1.4   Elect  Director Joseph R. Martin          For       Withhold   Management
1.5   Elect  Director Edward C. Grady           For       Withhold   Management
1.6   Elect  Director A. Clinton Allen          For       Withhold   Management
1.7   Elect  Director John K. McGillicuddy      For       Withhold   Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management


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

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John T. Dillon            For       For        Management
1.2   Elect  Director Juan Gallardo             For       For        Management
1.3   Elect  Director William A. Osborn         For       For        Management
1.4   Elect  Director Gordon R. Parker          For       For        Management
1.5   Elect  Director Edward B. Rust, Jr.       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Report on Equipment Sales to Israel       Against   Abstain    Shareholder
6     Report on Operational Imact of HIV/AIDS,  Against   Abstain    Shareholder
      TB, and Malaria Pandemic


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

CENDANT CORPORATION

Ticker:       CD             Security ID:  151313103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director The Right Honourable      For       Withhold   Management
      Brian Mulroney
1.2   Elect  Director Ronald L. Nelson          For       Withhold   Management
1.3   Elect  Director Robert W. Pittman         For       Withhold   Management
1.4   Elect  Director Myra J. Biblowit          For       Withhold   Management
1.5   Elect  Director Sheli Z. Rosenberg        For       Withhold   Management
2     Declassify the Board of Directors         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Zoe Baird                 For       Withhold   Management
1.2   Elect  Director Sheila P. Burke           For       Withhold   Management
1.3   Elect  Director James I. Cash, Jr.        For       Withhold   Management
1.4   Elect  Director Joel J. Cohen             For       Withhold   Management
1.5   Elect  Director James M. Cornelius        For       Withhold   Management
1.6   Elect  Director John D. Finnegan          For       Withhold   Management
1.7   Elect  Director David H. Hoag             For       Withhold   Management
1.8   Elect  Director Klaus J. Mangold          For       Withhold   Management
1.9   Elect  Director Sir David G. Scholey, CBE For       Withhold   Management
1.10  Elect  Director Raymond G. H. Seitz       For       Withhold   Management
1.11  Elect  Director Lawrence M. Small         For       Withhold   Management
1.12  Elect  Director Daniel E. Somers          For       Withhold   Management
1.13  Elect  Director Karen Hastie Williams     For       Withhold   Management
1.14  Elect  Director James M. Zimmerman        For       Withhold   Management
1.15  Elect  Director Alfred W. Zollar          For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Ratify Auditors                           For       For        Management
5     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities


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

CITIGROUP INC.

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

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


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

COSTCO WHOLESALE CORPORATION

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

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


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

DOW CHEMICAL COMPANY, THE

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

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


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

EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 14, 2004   Meeting Type: Annual
Record Date:  FEB 17, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Lee T. Todd, Jr., Ph.D.   For       For        Management
1.2   Elect  Director Murry S. Gerber           For       For        Management
1.3   Elect  Director George L. Miles, Jr.      For       For        Management
1.4   Elect  Director James W. Whalen           For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

FLEETBOSTON FINANCIAL CORP.

Ticker:       FLT            Security ID:  339030108
Meeting Date: MAR 17, 2004   Meeting Type: Special
Record Date:  JAN 26, 2004

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


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 30, 2003   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Reelect Richard Sharp as Director         For       For        Management
2a    Reelect James Davidson as Director        For       For        Management
2b    Reelect Lip-Bu Tan as Director            For       For        Management
3     Reelect Patrick Foley as Director         For       For        Management
4     Reappoint Deloitte & Touche as Auditors   For   For        Management
      and Authorize Board to Fix Their
      Remuneration
5     Amend 1997 Employee Share Purchase Plan   For       For        Management
6     Approve Issuance of Shares without        For       For        Management
      Preemptive Rights
7     Approve Nonexecutive Directors' Fees      For       For        Management
8     Authorize Share Repurchase Program        For       For        Management


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 29, 2004   Meeting Type: Annual
Record Date:  DEC 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Harmon E. Burns            For       For        Management
1.2   Elect Director Charles Crocker            For       For        Management
1.3   Elect Director Robert D. Joffe            For       For        Management
1.4   Elect Director Charles B. Johnson         For       For        Management
1.5   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.6   Elect Director Thomas H. Kean             For       For        Management
1.7   Elect Director James A. McCarthy          For       For        Management
1.8   Elect Director Chutta Ratnathicam         For       For        Management
1.9   Elect Director Peter M. Sacerdote         For       For        Management
1.10  Elect Director Anne M. Tatlock            For       For        Management
1.11  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management


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

GAP, INC., THE

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

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


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

GENERAL ELECTRIC CO.

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

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


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

GENERAL MOTORS CORP.

Ticker:       GM             Security ID:  370442832
Meeting Date: OCT 3, 2003    Meeting Type: Written Consent
Record Date:  AUG 1, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles                            For       For        Management
2     Amend Articles                            For       For        Management
3     Approve Hughes Split-Off                  For       For        Management
4     Approve GM/News Stock Sale                For       For        Management
5     Approve News Stock Acquisition            For       For        Management
6     Amend Articles                            For       For        Management


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

HALLIBURTON CO.

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

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


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 17, 2004   Meeting Type: Annual
Record Date:  JAN 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director L.T. Babbio, Jr.          For       Withhold   Management
1.2   Elect  Director P.C. Dunn                 For       Withhold   Management
1.3   Elect  Director C.S. Fiorina              For       Withhold   Management
1.4   Elect  Director R.A. Hackborn             For       Withhold   Management
1.5   Elect  Director G.A. Keyworth II          For       Withhold   Management
1.6   Elect  Director R.E. Knowling, Jr.        For       Withhold   Management
1.7   Elect  Director S.M. Litvack              For       Withhold   Management
1.8   Elect  Director R.L. Ryan                 For       Withhold   Management
1.9   Elect  Director L.S. Salhany              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Expense Stock Options                     Against   For        Shareholder


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

IDT CORP.

Ticker:       IDT.C          Security ID:  448947309
Meeting Date: DEC 15, 2003   Meeting Type: Annual
Record Date:  OCT 20, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Moshe Kaganoff             For       For        Management
1.2   Elect Director James S. Gilmore, III      For       For        Management
1.3   Elect Director Jack F. Kemp               For       Withhold   Management
1.4   Elect Director Admiral William A. Owens   For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Employee Stock Purchase Plan      For       For        Management
4     Approve Stock Award to Executive          For       For        Management
5     Ratify Auditors                           For       For        Management


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

INCO LTD.

Ticker:       N.             Security ID:  453258402
Meeting Date: APR 21, 2004   Meeting Type: Annual/Special
Record Date:  MAR 16, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Bylaws Re:Declassify the Board      For       For        Management
2.1   Elect  Directors Ronald C. Cambre         For       For        Management
2.2   Elect  Directors Scott M. Hand            For       For        Management
2.3   Elect  Directors Chaviva M. Hosek         For       For        Management
2.4   Elect  Directors David P. O'Brien         For       For        Management
2.5   Elect  Directors Glen A. Barton           For       For        Management
2.6   Elect  Directors Angus A. Bruneau         For       For        Management
2.7   Elect  Directors Peter C. Jones           For       For        Management
2.8   Elect  Directors John T. Mayberry         For       For        Management
2.9   Elect  Directors Roger Phillips           For       For        Management
2.10  Elect  Directors James M. Stanford        For       For        Management
3     Approve Auditors and Authorize Board to   For       For        Management
      Fix Remuneration of Auditors
4     Other Business (Voting)                   For       For        Management


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 11, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Charles W. Battey         For       For        Management
1.2   Elect  Director H. A. True, III           For       For        Management
1.3   Elect  Director Fayez Sarofim             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Stock Option Plan                   For       For        Management
4     Prepare a Sustainability Report           Against   Abstain    Shareholder
5     Expense Stock Options                     Against   For        Shareholder


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

LIBERTY MEDIA CORP.

Ticker:       L              Security ID:  530718105
Meeting Date: JUN 9, 2004    Meeting Type: Annual
Record Date:  APR 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Robert R. Bennett         For       For        Management
1.2   Elect  Director Paul A. Gould             For       For        Management
1.3   Elect  Director John C. Malone            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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

LUKOIL OAO

Ticker:       LUKFY          Security ID:  677862104
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 7, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT 2003, OF    For       For        Management
      THE ANNUAL ACCOUNTS INCLUDING THE PROFIT
      AND LOSS STATEMENT
2     AMOUNT, PAYMENT DATE, AND FORM OF PAYMENT For       For        Management
      OF DIVIDENDS
3     ELECTION OF THE MEMBERS OF THE BOARD OF   For       Withhold   Management
      DIRECTORS.
4     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: NIKITENKO, VLADIMIR
      NIKOLAYEVICH
5     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: SKLYAROVA, TATIANA
      SERGUEYEVNA
6     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: TANULYAK, NATALIA ILYINICHNA
7     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: KONDRATIEV, PAVEL
      GENNADIEVICH
8     ELECTION OF THE MEMBER OF THE AUDIT       For       For        Management
      COMMISSION: BULAVINA, LYUDMILA
      MIKHAILOVNA
9     REMUNERATION AND COMPENSATION OF EXPENSES For       For        Management
      TO THE MEMBERS OF THE BOARD OF DIRECTORS
      AND AUDIT COMMISSION OF OAO LUKOIL
10    APPROVAL OF THE EXTERNAL AUDITOR OF THE   For       For        Management
      COMPANY
11    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      CHARTER OF OAO LUKOIL
12    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      REGULATIONS ON THE PROCEDURE FOR
      PREPARING AND HOLDING THE SHAREHOLDERS
      MEETING
13    APPROVAL OF AMENDMENTS AND ADDENDA TO THE For       For        Management
      REGULATIONS ON THE BOARD OF DIRECTORS OF
      LUKOIL
14    APPROVAL OF TRANSACTIONS INVOLVING        For       For        Management
      INTERESTED/RELATED PARTIES


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 20, 2004   Meeting Type: Annual
Record Date:  MAR 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward A. Brennan         For       Withhold   Management
1.2   Elect  Director Walter E. Massey          For       Withhold   Management
1.3   Elect  Director John W. Rogers, Jr.       For       Withhold   Management
1.4   Elect  Director Anne-Marie Slaughter      For       Withhold   Management
1.5   Elect  Director Roger W. Stone            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve/Amend Executive Incentive Bonus   For       For        Management
      Plan


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

MEDIMMUNE, INC.

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

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


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

MERRILL LYNCH & CO., INC.

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

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


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

MORGAN STANLEY

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

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


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

NATIONAL SEMICONDUCTOR CORP.

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

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


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

NIKE, INC.

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

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


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 21, 2004   Meeting Type: Annual
Record Date:  FEB 23, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director David R. Andrews          For       Withhold   Management
1.2   Elect  Director Leslie S. Biller          For       Withhold   Management
1.3   Elect  Director David A. Coulter          For       Withhold   Management
1.4   Elect  Director C. Lee Cox                For       Withhold   Management
1.5   Elect  Director Robert D. Glynn, Jr.      For       Withhold   Management
1.6   Elect  Director David M. Lawrence, MD     For       Withhold   Management
1.7   Elect  Director Mary S. Metz              For       Withhold   Management
1.8   Elect  Director Barry Lawson Williams     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
4     Submit Severance Agreement                Against   Against    Shareholder
      (Change-in-Control) to Shareholder Vote
5     Require Directors be a Link-Free          Against   Against    Shareholder
      Directors
6     Adopt Radioactive Waste Policy            Against   Abstain    Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Limit Executive Compensation              Against   Against    Shareholder


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

PLATINUM UNDERWRITERS HOLDINGS LTD

Ticker:       PTP            Security ID:  G7127P100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  APR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director H. Furlong Baldwin        For       For        Management
1.2   Elect  Director Jonathan F. Bank          For       For        Management
1.3   Elect  Director Dan R. Carmichael         For       For        Management
1.4   Elect  Director Neill A. Currie           For       For        Management
1.5   Elect  Director Jay S. Fishman            For       For        Management
1.6   Elect  Director Gregory E.A. Morrison     For       For        Management
1.7   Elect  Director Steven H. Newman          For       For        Management
1.8   Elect  Director Peter T. Pruitt           For       For        Management
2     THE PROPOSAL TO ELECT GREGORY E.A.        For       For        Management
      MORRISON TO THE BOARD OF DIRECTORS OF
      PLATINUM UNDERWRITERS BERMUDA, LTD.
3     THE PROPOSAL TO ELECT MICHAEL D. PRICE TO For       For        Management
      THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
4     THE PROPOSAL TO ELECT WILLIAM A. ROBBIE   For       For        Management
      TO THE BOARD OF DIRECTORS OF PLATINUM
      UNDERWRITERS BERMUDA, LTD.
5     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      WILLIAM A. ROBBIE TO THE BOARD OF
      DIRECTORS OF PLATINUM RE (UK) LIMITED.
6     THE PROPOSAL TO RATIFY THE APPOINTMENT OF For       For        Management
      RUSSELL WORSLEY TO THE BOARD OF DIRECTORS
      OF PLATINUM RE (UK) LIMITED.
7     THE PROPOSAL TO AMEND BYE-LAWS OF THE     For       For        Management
      COMPANY BY REMOVING SECTION 44(2), WHICH
      REQUIRES THE SHAREHOLDERS OF THE COMPANY
      TO CONSIDER MATTERS THAT ARE SUBMITTED TO
      THE SHAREHOLDERS OF THE COMPANY S
      NON-U.S. SUBSIDIARIES.
8     THE PROPOSAL TO APPROVE THE COMPANY S     For       For        Management
      2002 SHARE INCENTIVE PLAN.
9     Ratify Auditors                           For       For        Management


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

PRAXAIR, INC.

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

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


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

PRUDENTIAL FINANCIAL INC

Ticker:       PRU            Security ID:  744320102
Meeting Date: JUN 8, 2004    Meeting Type: Annual
Record Date:  APR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Arthur F. Ryan            For       For        Management
1.2   Elect  Director Gaston Caperton           For       For        Management
1.3   Elect  Director Gilbert F. Casellas       For       For        Management
1.4   Elect  Director Karl J. Krapek            For       For        Management
1.5   Elect  Director Ida F.S. Schmertz         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Cease Charitable Contributions            Against   Abstain    Shareholder
4     Declassify the Board of Directors         Against   For        Shareholder


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 2, 2004    Meeting Type: Annual
Record Date:  JAN 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Adelia A. Coffman         For       For        Management
1.2   Elect  Director Raymond V. Dittamore      For       For        Management
1.3   Elect  Director Irwin Mark Jacobs         For       For        Management
1.4   Elect  Director Richard Sulpizio          For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 5, 2004    Meeting Type: Annual
Record Date:  MAR 8, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director John M. Deutch            For       Withhold   Management
1.2   Elect  Director Michael C. Ruettgers      For       Withhold   Management
1.3   Elect  Director William R. Spivey         For       Withhold   Management
1.4   Elect  Director William H. Swanson        For       Withhold   Management
1.5   Elect  Director Linda G. Stuntz           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Develop Ethical Criteria for Military     Against   Abstain    Shareholder
      Contracts
4     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
5     Declassify the Board of Directors         Against   For        Shareholder
6     Implement MacBride Principles             Against   Abstain    Shareholder
7     Expense Stock Options                     Against   For        Shareholder
8     Submit Executive Pension Benefit to Vote  Against   Against    Shareholder
9     Limit Executive Compensation              Against   Abstain    Shareholder


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

SAPPI LTD.

Ticker:                      Security ID:  803069202
Meeting Date: MAR 1, 2004    Meeting Type: Annual
Record Date:  JAN 22, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     CONFIRMATION OF APPOINTMENT OF DIRECTOR   For       For        Management
      APPOINTED SINCE THE LAST ANNUAL GENERAL
      MEETING: MR J C A LESLIE
2     CONFIRMATION OF APPOINTMENT OF DIRECTOR   For       For        Management
      APPOINTED SINCE THE LAST ANNUAL GENERAL
      MEETING: MR H C J MAMSCH
3     RE-ELECTION OF RETIRING DIRECTOR: MR M R  For       For        Management
      HAYMON
4     RE-ELECTION OF RETIRING DIRECTOR: MR E    For       For        Management
      VAN AS
5     RE-ELECTION OF RETIRING DIRECTOR: MR D G  For       For        Management
      WILSON
6     SPECIAL RESOLUTION NUMBER 1 - A GENERAL   For       For        Management
      APPROVAL FOR THE COMPANY AND ITS
      SUBSIDIARIES TO ACQUIRE SAPPI LIMITED
      SHARES.
7     ORDINARY RESOLUTION NUMBER 1 - SPECIFIC   For       Against    Management
      APPROVAL TO SELL TREASURY SHARES TO THE
      SAPPI SHARE INCENTIVE SCHEME.
8     ORDINARY RESOLUTION NUMBER 2 - PLACING    For       For        Management
      ALL THE UNISSUED ORDINARY SHARES IN THE
      AUTHORISED SHARE CAPITAL OF THE COMPANY
      UNDER THE CONTROL OF THE DIRECTORS OF THE
      COMPANY WITH THE AUTHORITY TO ALLOT AND
      ISSUE SAME IN TERMS OF THE COMPANIES ACT
      AND THE LIST
9     ORDINARY RESOLUTION NUMBER 3 - AUTHORITY  For       For        Management
      FOR DIRECTORS TO SIGN ALL DOCUMENTS AND
      DO ALL SUCH THINGS NECESSARY TO IMPLEMENT
      THE ABOVE RESOLUTIONS. *** VOTING CUT-OFF
      DATE: NO LATER THAN FEBRUARY 23, 2004 ***


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

SBC COMMUNICATIONS INC.

Ticker:       SBC            Security ID:  78387G103
Meeting Date: APR 30, 2004   Meeting Type: Annual
Record Date:  MAR 2, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James E. Barnes           For       Withhold   Management
1.2   Elect  Director James A. Henderson        For       Withhold   Management
1.3   Elect  Director John B. McCoy             For       Withhold   Management
1.4   Elect  Director S. Donley Ritchey         For       Withhold   Management
1.5   Elect  Director Joyce M. Roche            For       Withhold   Management
1.6   Elect  Director Patricia P. Upton         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws                              For       For        Management
4     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities
5     Change Size of Board of Directors         Against   Against    Shareholder


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 5, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Fred Hassan               For       Withhold   Management
1.2   Elect  Director Philip Leder, M.D.        For       Withhold   Management
1.3   Elect  Director Eugene R. McGrath         For       Withhold   Management
1.4   Elect  Director Richard de J. Osborne     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2004    Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Stephen L. Baum           For       For        Management
1.2   Elect  Director Wilford D. Godbold, Jr.   For       For        Management
1.3   Elect  Director Richard G. Newman         For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         Against   For        Shareholder
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
6     Prohibit Auditor from Providing Non-Audit Against   Against    Shareholder
      Services
7     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

SILICON GRAPHICS, INC.

Ticker:       SGI            Security ID:  01609E102
Meeting Date: DEC 16, 2003   Meeting Type: Annual
Record Date:  OCT 31, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. McDivitt          For       Withhold   Management
1.2   Elect Director Arthur L. Money            For       Withhold   Management
1.3   Elect Director Anthony R. Muller          For       Withhold   Management
2     Amend Employee Stock Purchase Plan        For       For        Management
3     Approve Issuance of Common Stock to       For       For        Management
      Refinance the Covertible Notes
4     Increase Authorized Common Stock          For       For        Management
5     Ratify Auditors                           For       For        Management


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

SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 20, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J. Hicks Lanier           For       Withhold   Management
1.2   Elect  Director Larry L. Prince           For       Withhold   Management
1.3   Elect  Director Frank S. Royal, M.D.      For       Withhold   Management
1.4   Elect  Director Robert M. Beall, II       For       Withhold   Management
1.5   Elect  Director Jeffrey C. Crowe          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SYMBOL TECHNOLOGIES, INC.

Ticker:       SBL            Security ID:  871508107
Meeting Date: APR 26, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director William R. Nuti           For       Withhold   Management
1.2   Elect  Director Robert J. Chrenc          For       Withhold   Management
1.3   Elect  Director Salvatore Iannuzzi        For       Withhold   Management
1.4   Elect  Director Edward Kozel              For       Withhold   Management
1.5   Elect  Director George Samenuk            For       Withhold   Management
1.6   Elect  Director Melvin A. Yellin          For       Withhold   Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: JUN 17, 2004   Meeting Type: Annual
Record Date:  MAY 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Richard W. Roedel         For       For        Management
1.2   Elect  Director Paul Eibeler              For       For        Management
1.3   Elect  Director Oliver R. Grace, Jr.      For       For        Management
1.4   Elect  Director Robert Flug               For       For        Management
1.5   Elect  Director Todd Emmel                For       For        Management
1.6   Elect  Director Mark Lewis                For       For        Management
1.7   Elect  Director Steven Tisch              For       For        Management
2     Amend Stock Option Plan                   For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

TENET HEALTHCARE CORP.

Ticker:       THC            Security ID:  88033G100
Meeting Date: MAY 6, 2004    Meeting Type: Annual
Record Date:  MAR 11, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Trevor Fetter             For       Withhold   Management
1.2   Elect  Director Van B. Honeycutt          For       Withhold   Management
1.3   Elect  Director John C. Kane              For       Withhold   Management
1.4   Elect  Director Edward A. Kangas          For       Withhold   Management
1.5   Elect  Director J. Robert Kerrey          For       Withhold   Management
1.6   Elect  Director Richard R. Pettingill     For       Withhold   Management
2     Ratify Auditors                           For       For        Management


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

TYCO INTERNATIONAL LTD.

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

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


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

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: FEB 11, 2004   Meeting Type: Special
Record Date:  JAN 21, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Stock Option Plan                   For       Against    Management


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

UNITEDGLOBAL.COM INC

Ticker:       UCOMA          Security ID:  913247508
Meeting Date: DEC 17, 2003   Meeting Type: Special
Record Date:  NOV 14, 2003

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       Against    Management


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

UNUMPROVIDENT CORPORATION

Ticker:       UNM            Security ID:  91529Y106
Meeting Date: MAY 13, 2004   Meeting Type: Annual
Record Date:  MAR 26, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Ronald E. Goldsberry      For       Withhold   Management
1.2   Elect  Director Hugh O. Maclellan, Jr.    For       Withhold   Management
1.3   Elect  Director C. William Pollard        For       Withhold   Management
1.4   Elect  Director John W. Rowe              For       Withhold   Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Employee Stock Purchase Plan        For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require Affirmative Vote of the Majority  Against   Against    Shareholder
      of the Shares to Elect Directors
6     Establish Other Board Committee           Against   For        Shareholder


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: APR 28, 2004   Meeting Type: Annual
Record Date:  MAR 1, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director James R. Barker           For       Withhold   Management
1.2   Elect  Director Richard L. Carrion        For       Withhold   Management
1.3   Elect  Director Robert W. Lane            For       Withhold   Management
1.4   Elect  Director Sandra O. Moose           For       Withhold   Management
1.5   Elect  Director Joseph Neubauer           For       Withhold   Management
1.6   Elect  Director Thomas H. O'Brien         For       Withhold   Management
1.7   Elect  Director Hugh B. Price             For       Withhold   Management
1.8   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.9   Elect  Director Walter V. Shipley         For       Withhold   Management
1.10  Elect  Director John R. Stafford          For       Withhold   Management
1.11  Elect  Director Robert D. Storey          For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
7     Submit Executive Compensation to Vote     Against   Against    Shareholder
8     Prohibit Awards to Executives             Against   Against    Shareholder
9     Report on Stock Option Distribution by    Against   Abstain    Shareholder
      Race and Gender
10    Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities
11    Cease Charitable Contributions            Against   Abstain    Shareholder


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

VODAFONE GROUP PLC

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

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


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 27, 2004   Meeting Type: Annual
Record Date:  MAR 9, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director J.A. Blanchard III        For       For        Management
1.2   Elect  Director Susan E. Engel            For       For        Management
1.3   Elect  Director Enrique Hernandez, Jr.    For       For        Management
1.4   Elect  Director Robert L. Joss            For       For        Management
1.5   Elect  Director Reatha Clark King         For       For        Management
1.6   Elect  Director Richard M. Kovacevich     For       For        Management
1.7   Elect  Director Richard D. McCormick      For       For        Management
1.8   Elect  Director Cynthia H. Milligan       For       For        Management
1.9   Elect  Director Philip J. Quigley         For       For        Management
1.10  Elect  Director Donald B. Rice            For       For        Management
1.11  Elect  Director Judith M. Runstad         For       For        Management
1.12  Elect  Director Stephen W. Sanger         For       For        Management
1.13  Elect  Director Susan G. Swenson          For       For        Management
1.14  Elect  Director Michael W. Wright         For       For        Management
2     Approve Retirement Plan                   For       For        Management
3     Ratify Auditors                           For       For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Limit Executive Compensation              Against   Against    Shareholder
6     Link Executive Compensation to Social     Against   Against    Shareholder
      Issues
7     Report on Political                       Against   Abstain    Shareholder
      Contributions/Activities


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

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 13, 2004   Meeting Type: Annual
Record Date:  FEB 20, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Steven R. Rogel           For       Withhold   Management
1.2   Elect  Director William D. Ruckelshaus    For       Withhold   Management
1.3   Elect  Director Richard H. Sinkfield      For       Withhold   Management
1.4   Elect  Director James N. Sullivan         For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Declassify the Board of Directors         Against   For        Management
4     Expense Stock Options                     Against   For        Shareholder
5     Implement Restricted Share Executive      Against   Abstain    Shareholder
      Compensation Plan
6     Report on Greenhouse Gas Emissions        Against   Abstain    Shareholder
7     Develop Policy Regarding Old Growth       Against   Abstain    Shareholder
      Forests
8     Ratify Auditors                           For       For        Management


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 22, 2004   Meeting Type: Annual
Record Date:  MAR 12, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Clifford L. Alexander,    For       Withhold   Management
      Jr.
1.2   Elect  Director Frank A. Bennack, Jr.     For       Withhold   Management
1.3   Elect  Director Richard L. Carrion        For       Withhold   Management
1.4   Elect  Director Robert Essner             For       Withhold   Management
1.5   Elect  Director John D. Feerick           For       Withhold   Management
1.6   Elect  Director Robert Langer             For       Withhold   Management
1.7   Elect  Director John P. Mascotte          For       Withhold   Management
1.8   Elect  Director Mary Lake Polan           For       Withhold   Management
1.9   Elect  Director Ivan G. Seidenberg        For       Withhold   Management
1.10  Elect  Director Walter V. Shipley         For       Withhold   Management
1.11  Elect  Director John R. Torell III        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Report on Drug Pricing                    Against   Abstain    Shareholder
4     Amend Animal Testing Policy               Against   Abstain    Shareholder


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

YUKOS OIL

Ticker:                      Security ID:  98849W108
Meeting Date: JUN 24, 2004   Meeting Type: Annual
Record Date:  MAY 27, 2004

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT OF YUKOS    For       For        Management
      OIL COMPANY FOR 2003.
2     APPROVAL OF THE ANNUAL ACCOUNTING         For       For        Management
      REPORTS, INCLUDING THE PROFIT AND LOSS
      ACCOUNT, OF YUKOS OIL COMPANY FOR FY
      2003.
3     APPROVAL OF DISTRIBUTION OF PROFIT OF     For       For        Management
      YUKOS OIL COMPANY FOR FY 2003, INCLUDING
      PAYMENT OF DIVIDEND ON COMMON SHARES OF
      YUKOS OIL COMPANY, AND OF LOSSES FOR FY
      2003.
4     ELECTION OF THE BOARD OF DIRECTORS OF     For       For        Management
      YUKOS OIL COMPANY.
5     ELECTION OF MURASHOVA ANTONINA B. TO THE  For       For        Management
      AUDITING COMMISSION OF YUKOS OIL COMPANY.
6     ELECTION OF BRITKOVA ELENA V. TO THE      For       For        Management
      AUDITING COMMISSION OF YUKOS OIL COMPANY.
7     ELECTION OF SERZHANOVA MARGARITA O. TO    For       For        Management
      THE AUDITING COMMISSION OF YUKOS OIL
      COMPANY.
8     APPROVAL OF THE AUDITOR OF YUKOS OIL      For       For        Management
      COMPANY FOR 2004.
9     APPROVAL OF THE TOTAL AMOUNT OF           For       For        Management
      REMUNERATION AND REIMBURSEMENTS OF
      DIRECTORS OF YUKOS OIL COMPANY FOR THE
      PERIOD 2004-2005.






                                         SIGNATURES

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

(Registrant):                 Oppenheimer Series Fund, Inc., on behalf of Oppenheimer
                              Disciplined Allocation Fund and Oppenheimer Value Fund

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

Date:                   August 26, 2004

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