FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-04118

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Securities Fund

Fund Name: Fidelity Small Cap Growth Fund

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

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

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

DATE OF FISCAL YEAR END: JULY 31

DATE OF REPORTING PERIOD: 06/30/2005

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, THERE UNTO DULY AUTHORIZED.

Fidelity Securities Fund

BY:  /s/ CHRISTINE REYNOLDS
-----------------------------------------------------
CHRISTINE REYNOLDS, TREASURER, FIDELITY MANAGEMENT & RESEARCH COMPANY
DATE: 08/11/2005 08:59:15 AM

EXHIBIT A

VOTE SUMMARY REPORT
Fidelity Small Cap Growth Fund
07/01/2004 - 06/30/2005

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

ISSUER NAME: A.O. SMITH CORPORATION MEETING DATE: 04/11/2005
TICKER: AOS     SECURITY ID: 831865209
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM F. BUEHLER AS A DIRECTOR	Management	For	For
1.2	ELECT DENNIS J. MARTIN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE RATIFICATION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: AKAMAI TECHNOLOGIES, INC. MEETING DATE: 05/24/2005
TICKER: AKAM     SECURITY ID: 00971T101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM A. HALTER AS A DIRECTOR	Management	For	For
1.2	ELECT PETER J. KIGHT AS A DIRECTOR	Management	For	For
1.3	ELECT FREDERIC V. SALERNO AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS OF AKAMAI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: AKITA DRILLING LTD. MEETING DATE: 05/26/2005
TICKER: AKTAF     SECURITY ID: 009905100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ELECT DIRECTORS	Management	For	None
2	AUDITORS	Management	For	None
3	DIVIDE SHARES	Management	For	None

ISSUER NAME: ALEXANDER & BALDWIN, INC. MEETING DATE: 04/28/2005
TICKER: ALEX     SECURITY ID: 014482103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT M.J. CHUN AS A DIRECTOR	Management	For	For
1.2	ELECT W.A. DOANE AS A DIRECTOR	Management	For	For
1.3	ELECT W.A. DODS, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT C.G. KING AS A DIRECTOR	Management	For	For
1.5	ELECT C.H. LAU AS A DIRECTOR	Management	For	For
1.6	ELECT C.R. MCKISSICK AS A DIRECTOR	Management	For	For
1.7	ELECT D.M. PASQUALE AS A DIRECTOR	Management	For	For
1.8	ELECT M.G. SHAW AS A DIRECTOR	Management	For	For
1.9	ELECT C.M. STOCKHOLM AS A DIRECTOR	Management	For	For
1.10	ELECT J.N. WATANABE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE AUDITORS OF THE CORPORATION.1	Management	For	For
3	PROPOSAL TO AMEND THE 1998 STOCK OPTION/STOCK INCENTIVE PLAN.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: AMERICA SERVICE GROUP INC. MEETING DATE: 06/15/2005
TICKER: ASGR     SECURITY ID: 02364L109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MICHAEL CATALANO AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD D. WRIGHT AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD M. MASTALER AS A DIRECTOR	Management	For	For
1.4	ELECT MICHAEL E. GALLAGHER AS A DIRECTOR	Management	For	For
1.5	ELECT CAROL R. GOLDBERG AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM D. EBERLE AS A DIRECTOR	Management	For	For
1.7	ELECT B.C. EINSPRUCH, M.D. AS A DIRECTOR	Management	For	For

ISSUER NAME: AMERICAN DENTAL PARTNERS, INC. MEETING DATE: 04/26/2005
TICKER: ADPI     SECURITY ID: 025353103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES T. KELLY AS A DIRECTOR	Management	For	For
1.2	ELECT MARTIN J. MANNION AS A DIRECTOR	Management	For	For
2	TO APPROVE THE ADOPTION OF AMERICAN DENTAL PARTNERS 2005 EQUITY INCENTIVE PLAN AND 450,000 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN.	Management	For	For
3	TO APPROVE THE ADOPTION OF AMERICAN DENTAL PARTNERS 2005 DIRECTORS STOCK OPTION PLAN AND 150,000 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN.	Management	For	For

ISSUER NAME: AMSURG CORP. MEETING DATE: 05/19/2005
TICKER: AMSG     SECURITY ID: 03232P405
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CLAIRE M. GULMI* AS A DIRECTOR1	Management	For	For
1.2	ELECT HENRY D. HERR** AS A DIRECTOR1	Management	For	For
1.3	ELECT KEN P. MCDONALD** AS A DIRECTOR1	Management	For	For
1.4	ELECT KEVIN P. LAVENDER** AS A DIRECTOR1	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL 20051	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: APEX SILVER MINES LIMITED MEETING DATE: 06/24/2005
TICKER: SIL     SECURITY ID: G04074103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT OVE HOEGH AS A DIRECTOR	Management	For	For
1.2	ELECT KEITH R. HULLEY AS A DIRECTOR	Management	For	For
1.3	ELECT PAUL SOROS AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AMENDMENT TO THE MEMORANDUM OF ASSOCIATION TO INCREASE AUTHORIZED SHARE CAPITAL.	Management	For	For
3	APPROVAL OF THE AMENDMENT TO THE MEMORANDUM OF ASSOCIATION TO AUTHORIZE THE ISSUANCE OF BLANK CHECK PREFERENCE SHARES.	Management	For	For
4	APPROVAL OF THE AMENDMENT TO ARTICLE 18 OF THE ARTICLES OF ASSOCIATION.	Management	For	For
5	APPROVAL OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION.	Management	For	For
6	RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS.	Management	For	For

ISSUER NAME: ARROW ELECTRONICS, INC. MEETING DATE: 05/06/2005
TICKER: ARW     SECURITY ID: 042735100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DANIEL W. DUVAL AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN N. HANSON AS A DIRECTOR	Management	For	For
1.3	ELECT M.F. (FRAN) KEETH AS A DIRECTOR1	Management	For	For
1.4	ELECT ROGER KING AS A DIRECTOR	Management	For	For
1.5	ELECT KAREN GORDON MILLS AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM E. MITCHELL AS A DIRECTOR	Management	For	For
1.7	ELECT STEPHEN C. PATRICK AS A DIRECTOR	Management	For	For
1.8	ELECT BARRY W. PERRY AS A DIRECTOR	Management	For	For
1.9	ELECT JOHN C. WADDELL AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ARROW S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
3	IN ACCORDANCE WITH THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.	Management	For	Abstain
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ATMI, INC. MEETING DATE: 05/24/2005
TICKER: ATMI     SECURITY ID: 00207R101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK A. ADLEY AS A DIRECTOR	Management	For	For
1.2	ELECT EUGENE G. BANUCCI AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: AVOCENT CORPORATION MEETING DATE: 06/23/2005
TICKER: AVCT     SECURITY ID: 053893103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN R. COOPER AS A DIRECTOR	Management	For	For
1.2	ELECT H.D. "HARRY" COPPERMAN AS A DIRECTOR	Management	For	For
1.3	ELECT EDWIN L. HARPER AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE ADOPTION OF THE 2005 EQUITY INCENTIVE PLAN	Management	For	Against

ISSUER NAME: AXCELIS TECHNOLOGIES, INC. MEETING DATE: 05/12/2005
TICKER: ACLS     SECURITY ID: 054540109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT H. BRIAN THOMPSON AS A DIRECTOR	Management	For	For
1.2	ELECT STEPHEN R. HARDIS AS A DIRECTOR	Management	For	For
1.3	ELECT R. JOHN FLETCHER AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: BLACKROCK VENTURES INC MEETING DATE: 05/10/2005
TICKER: --     SECURITY ID: 091917104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE FINANCIAL STATEMENTS OF THE CORPORATION FOR THE YE 31 DEC 2004 AND THE REPORT OF THE AUDITORS THEREON	N/A	N/A	N/A
2	ELECT MR. C. BRUCE BURTON AS THE DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR	Management	Unknown	For
3	ELECT MR. JOHN L. FESTIVAL AS THE PRESIDENT AND THE DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR	Management	Unknown	For
4	ELECT MR. VICTOR M. LUHOWY AS THE DIRECTOR OF THE CORPORATION FOR THE ENSUINGYEAR	Management	Unknown	For
5	ELECT MR. KENT J. MACINTYRE AS THE DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR	Management	Unknown	For
6	ELECT MR. SEYMOUR SCHULICH AS THE DIRECTOR OF THE CORPORATION FOR THE ENSUINGYEAR	Management	Unknown	For
7	ELECT MR. KENNETH F. WILLIAMSON AS THE DIRECTOR OF THE CORPORATION FOR THE ENSUING YEAR	Management	Unknown	For
8	APPOINT THE PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS AS THE AUDITORSOF THE CORPORATION FOR THE ENSUING YEAR	Management	Unknown	For
9	AMEND THE CORPORATION S STOCK OPTION PLAN TO INCREASE THE MAXIMUM NUMBER OF COMMON SHARES RESERVED FOR THE ISSUANCE THEREUNDER 3,900,000 COMMON SHARES	Management	Unknown	For
10	RATIFY THE GRANTING OF AN ADDITIONAL 2,000,000 STOCK OPTIONS TO THE SENIOR OFFICERS OF THE CORPORATION	Management	Unknown	For
11	AMEND THE ARTICLES OF THE CORPORATION BY (I) BY DELETING THE EXISTING RIGHTS,PRIVILEGES, RESTRICTIONS AND THE CONDITIONS ATTACHED TO THE COMMON SHARES AND ATTACHING TO THE COMMON SHARES THE RIGHTS, PRIVILEGES, RESTRICTIONS (II) BY DELETING FROM THE AUTHORIZED SHARE CAPITAL OF THE CORPORATION THE PREFERRED SHARES, PREFERRED SHARES, SERIES A, NON-VOTING SHARES AND SPECIAL SHARES; AND (III)BY INCREASING THE AUTHORIZED SHARE CAPITAL OF THE CORPORATION BY THE CREATION OF AN ADDITIONAL CLASS OF SHARES...1	Management	Unknown	For
12	TRANSACT OTHER BUSINESS	Management	Unknown	Against
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: BLUE NILE, INC. MEETING DATE: 05/23/2005
TICKER: NILE     SECURITY ID: 09578R103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MARK VADON AS A DIRECTOR	Management	For	For
1.2	ELECT JOANNA STROBER AS A DIRECTOR	Management	For	For
1.3	ELECT W. ERIC CARLBORG AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT ACCOUNTANTS	Management	For	For

ISSUER NAME: CAREER EDUCATION CORPORATION MEETING DATE: 05/20/2005
TICKER: CECO     SECURITY ID: 141665109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DENNIS H. CHOOKASZIAN AS A DIRECTOR	Management	For	None
1.2	ELECT ROBERT E. DOWDELL AS A DIRECTOR	Management	For	None
1.3	ELECT PATRICK K. PESCH AS A DIRECTOR	Management	For	None
2	RATIFICATION OF AUDITORS FOR FISCAL YEAR 2005.	Management	For	None

ISSUER NAME: CAREER EDUCATION CORPORATION MEETING DATE: 05/20/2005
TICKER: CECO     SECURITY ID: 141665109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DENNIS H. CHOOKASZIAN AS A DIRECTOR	Opposition	For	Withhold
1.2	ELECT ROBERT E. DOWDELL AS A DIRECTOR	Opposition	For	Withhold
1.3	ELECT PATRICK K. PESCH AS A DIRECTOR	Opposition	For	Withhold
2	RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS.1	Opposition	For	For
3	MR. BOSTIC S PROPOSAL REGARDING DECLASSIFICATION OF THE COMPANY S BOARD OF DIRECTORS.	Opposition	For	For
4	MR. BOSTIC S PROPOSAL REGARDING THE ABILITY FOR THE STOCKHOLDERS HOLDING 33-1/3% OR GREATER OF THE COMPANY S COMMON STOCK TO CALL A SPECIAL MEETING OF THE STOCKHOLDERS.	Opposition	For	For
5	MR. BOSTIC S PROPOSAL REGARDING THE TERMINATION OF THE COMPANY S STOCKHOLDERS RIGHTS PLAN.	Opposition	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: CARTER'S INC. MEETING DATE: 05/12/2005
TICKER: CRI     SECURITY ID: 146229109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FREDERICK J. ROWAN, II AS A DIRECTOR	Management	For	For
1.2	ELECT BRADLEY M. BLOOM AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND AND RESTATE THE 2003 EQUITY INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: CASCADE MICROTECH, INC. MEETING DATE: 05/20/2005
TICKER: CSCD     SECURITY ID: 147322101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT F. PAUL CARLSON AS A DIRECTOR	Management	For	For
1.2	ELECT RAYMOND A. LINK AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM R. SPIVEY AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: CENTER FINANCIAL CORPORATION MEETING DATE: 05/11/2005
TICKER: CLFC     SECURITY ID: 15146E102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID Z. HONG AS A DIRECTOR	Management	For	For
1.2	ELECT CHANG HWI KIM AS A DIRECTOR	Management	For	For
1.3	ELECT SANG HOON KIM AS A DIRECTOR	Management	For	For
1.4	ELECT MONICA M. YOON AS A DIRECTOR	Management	For	For

ISSUER NAME: DENBURY RESOURCES INC. MEETING DATE: 05/11/2005
TICKER: DNR     SECURITY ID: 247916208
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RONALD G. GREENE AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID I. HEATHER AS A DIRECTOR	Management	For	For
1.3	ELECT GREG MCMICHAEL AS A DIRECTOR	Management	For	For
1.4	ELECT GARETH ROBERTS AS A DIRECTOR	Management	For	For
1.5	ELECT RANDY STEIN AS A DIRECTOR	Management	For	For
1.6	ELECT WIELAND F. WETTSTEIN AS A DIRECTOR	Management	For	For
1.7	ELECT DONALD D. WOLF AS A DIRECTOR	Management	For	For
2	PROPOSAL TO EXTEND THE TERM OF OUR EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For

ISSUER NAME: ENCORE ACQUISITION COMPANY MEETING DATE: 05/03/2005
TICKER: EAC     SECURITY ID: 29255W100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT I. JON BRUMLEY AS A DIRECTOR	Management	For	For
1.2	ELECT JON S. BRUMLEY AS A DIRECTOR	Management	For	For
1.3	ELECT MARTIN C. BOWEN AS A DIRECTOR	Management	For	For
1.4	ELECT TED COLLINS, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT TED A. GARDNER AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN V. GENOVA AS A DIRECTOR	Management	For	For
1.7	ELECT JAMES A. WINNE III AS A DIRECTOR	Management	For	For
2	AMENDMENTS TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK	Management	For	For
3	AMENDMENTS TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DELETE ARTICLE SIX IN ITS ENTIRETY.	Management	For	For
4	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Management	For	For

ISSUER NAME: EVCI CAREER COLLEGES HOLDING CORP. MEETING DATE: 06/15/2005
TICKER: EVCI     SECURITY ID: 26926P100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD GOLDENBERG AS A DIRECTOR	Management	For	For
1.2	ELECT ELIE HOUSMAN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE AMENDMENTS TO THE 2004 INCENTIVE STOCK PLAN.	Management	For	Against
3	PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: EXPONENT, INC. MEETING DATE: 06/01/2005
TICKER: EXPO     SECURITY ID: 30214U102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SAMUEL H. ARMACOST AS A DIRECTOR	Management	For	For
1.2	ELECT BARBARA M. BARRETT AS A DIRECTOR	Management	For	For
1.3	ELECT LESLIE G. DENEND, PH.D. AS A DIRECTOR	Management	For	For
1.4	ELECT MICHAEL R. GAULKE AS A DIRECTOR	Management	For	For
1.5	ELECT JON R. KATZENBACH AS A DIRECTOR	Management	For	For
1.6	ELECT ROGER L. MCCARTHY, PHD AS A DIRECTOR	Management	For	For
1.7	ELECT STEPHEN C. RIGGINS AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 30, 2005.	Management	For	For

ISSUER NAME: FAIRCHILD SEMICONDUCTOR INTL., INC. MEETING DATE: 05/04/2005
TICKER: FCS     SECURITY ID: 303726103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KIRK P. POND AS A DIRECTOR	Management	For	For
1.2	ELECT JOSEPH R. MARTIN AS A DIRECTOR	Management	For	For
1.3	ELECT CHARLES P. CARINALLI AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES M. CLOUGH AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT F. FRIEL AS A DIRECTOR	Management	For	For
1.6	ELECT THOMAS L. MAGNANTI AS A DIRECTOR	Management	For	For
1.7	ELECT BRYAN R. ROUB AS A DIRECTOR	Management	For	For
1.8	ELECT RONALD W. SHELLY AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM N. STOUT AS A DIRECTOR	Management	For	For
2	PROPOSAL TO AMEND AND APPROVE THE FAIRCHILD SEMICONDUCTOR STOCK PLAN.	Management	For	For
3	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.	Management	For	For

ISSUER NAME: FOREST OIL CORPORATION MEETING DATE: 05/10/2005
TICKER: FST     SECURITY ID: 346091705
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FORREST E. HOGLUND AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES H. LEE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE AN ADDITIONAL 175,000 SHARES FOR ISSUANCE UNDER THE 1999 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
3	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: FORMFACTOR, INC. MEETING DATE: 05/19/2005
TICKER: FORM     SECURITY ID: 346375108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT G. CARL EVERETT, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT DR. HOMA BAHRAMI AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR OF FORMFACTOR, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: FRIENDLY ICE CREAM CORPORATION MEETING DATE: 05/11/2005
TICKER: FRN     SECURITY ID: 358497105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT STEVEN L. EZZES AS A DIRECTOR	Management	For	For
1.2	ELECT PERRY D. ODAK AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF FRIENDLY S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2005.	Management	For	For

ISSUER NAME: GENTIVA HEALTH SERVICES, INC. MEETING DATE: 05/06/2005
TICKER: GTIV     SECURITY ID: 37247A102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RONALD A. MALONE AS A DIRECTOR	Management	For	For
1.2	ELECT RAYMOND S. TROUBH AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS	Management	For	For
3	APPROVAL OF EXECUTIVE OFFICERS BONUS PLAN, AS AMENDED	Management	For	For
4	APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED	Management	For	For

ISSUER NAME: GLOBAL POWER EQUIPMENT GROUP INC. MEETING DATE: 06/09/2005
TICKER: GEG     SECURITY ID: 37941P108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ADRIAN W. DOHERTY JR. AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL L. GREENWOOD AS A DIRECTOR	Management	For	For
1.3	ELECT JERRY E. RYAN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR FISCAL 2005.	Management	For	For

ISSUER NAME: GMX RESOURCES INC. MEETING DATE: 05/17/2005
TICKER: GMXR     SECURITY ID: 38011M108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KEN L. KENWORTHY, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT KEN L. KENWORTHY, SR. AS A DIRECTOR	Management	For	For
1.3	ELECT T.J. BOISMIER AS A DIRECTOR	Management	For	For
1.4	ELECT STEVEN CRAIG AS A DIRECTOR	Management	For	For
1.5	ELECT JON W. 'TUCKER' MCHUGH AS A DIRECTOR	Management	For	For
2	AMENDMENT OF CERTIFICATE OF INCORPORATION TO PROVIDE FOR CLASSIFIED BOARD OF DIRECTORS	Management	For	Against
3	AUTHORIZATION OF SHAREHOLDER RIGHTS PLAN	Management	For	Against
4	RATIFICATION OF SELECTION OF SMITH, CARNEY & CO., P.C. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: GOLDCORP INC. MEETING DATE: 02/10/2005
TICKER: GG     SECURITY ID: 380956409
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	THE RESOLUTION TO APPROVE THE ISSUE TO THE HOLDERS OF COMMON SHARES, OR SECURITIES CONVERTIBLE INTO COMMON SHARES, OF WHEATON RIVER MINERALS LTD. OF AN AGGREGATE OF UP TO 200,000,000 COMMON SHARES OF GOLDCORP INC. IN CONNECTION WITH THE OFFER TO ACQUIRE BY GOLDCORP ALL OF THE COMMON SHARES OF WHEATON PURSUANT TO GOLDCORP S OFFER TO PURCHASE DATED DECEMBER 29, 2004.	Management	For	For

ISSUER NAME: GOLDCORP INC. MEETING DATE: 02/10/2005
TICKER: GG     SECURITY ID: 380956409
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE THE ISSUE TO THE HOLDERS OF COMMON SHARES, OR SECURITIES CONVERTIBLE INTO COMMON SHARES, OF WHEATON RIVER MINERALS LTD. OF AN AGGREGATE OF UP TO 200,000,000 COMMON SHARES OF GOLDCORP INC. IN CONNECTION WITH THE OFFER TO ACQUIRE BY GOLDCORP OF ALL THE COMMON SHARES OF WHEATON	Opposition	Against	None

ISSUER NAME: GOLDCORP INC. MEETING DATE: 05/16/2005
TICKER: GG     SECURITY ID: 380956409
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ELECTION OF DIRECTORS AS OUTLINED IN THE INFORMATION CIRCULAR.	Management	For	For
2	APPOINTMENT OF AUDITORS AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION	Management	For	For
3	ADOPTION OF A NEW STOCK OPTION PLAN OF THE CORPORATION, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR	Management	For	For
4	ADOPTION OF A RESTRICTED SHARE PLAN OF THE CORPORATION, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR	Management	For	For

ISSUER NAME: HIBBETT SPORTING GOODS, INC. MEETING DATE: 05/31/2005
TICKER: HIBB     SECURITY ID: 428565105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CLYDE B. ANDERSON AS A DIRECTOR	Management	For	For
1.2	ELECT RALPH T. PARKS AS A DIRECTOR	Management	For	For
2	TO ADOPT THE HIBBETT SPORTING GOODS, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN AS MORE FULLY SET OUT UNDER PROPOSAL NO. 2 .	Management	For	For
3	TO ADOPT THE HIBBETT SPORTING GOODS, INC. 2005 DIRECTOR DEFERRED COMPENSATION PLAN AS MORE FULLY SET OUT UNDER PROPOSAL NO. 3 .	Management	For	For
4	TO ADOPT THE HIBBETT SPORTING GOODS, INC. 2005 EQUITY INCENTIVE PLAN AS MORE FULLY SET OUT UNDER PROPOSAL NO. 4 .	Management	For	Against

ISSUER NAME: HILB, ROGAL AND HOBBS COMPANY MEETING DATE: 05/03/2005
TICKER: HRH     SECURITY ID: 431294107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THEODORE L. CHANDLER JR AS A DIRECTOR	Management	For	For
1.2	ELECT NORWOOD H. DAVIS, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT TIMOTHY J. KORMAN AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS H. O'BRIEN AS A DIRECTOR	Management	For	For
1.5	ELECT WARREN M. THOMPSON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY S 2005 FINANCIAL STATEMENTS.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: HOLLY CORPORATION MEETING DATE: 05/09/2005
TICKER: HOC     SECURITY ID: 435758305
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT B.P. BERRY AS A DIRECTOR	Management	For	For
1.2	ELECT M.P. CLIFTON AS A DIRECTOR	Management	For	For
1.3	ELECT W.J. GLANCY AS A DIRECTOR	Management	For	For
1.4	ELECT W.J. GRAY AS A DIRECTOR	Management	For	For
1.5	ELECT M.R. HICKERSON AS A DIRECTOR	Management	For	For
1.6	ELECT T.K. MATTHEWS AS A DIRECTOR	Management	For	For
1.7	ELECT R.G. MCKENZIE AS A DIRECTOR	Management	For	For
1.8	ELECT L. NORSWORTHY AS A DIRECTOR	Management	For	For
1.9	ELECT J.P. REID AS A DIRECTOR	Management	For	For
1.10	ELECT P.T. STOFFEL AS A DIRECTOR	Management	For	For

ISSUER NAME: HOME SOLUTIONS OF AMERICA, INC. MEETING DATE: 06/17/2005
TICKER: HOM     SECURITY ID: 437355100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT FRANK J. FRADELLA AS A DIRECTOR	Management	For	For
1.2	ELECT MARK W. WHITE AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL S. CHADWICK AS A DIRECTOR	Management	For	For
1.4	ELECT WILLARD W. KIMBRELL AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE ISSUANCE OF SHARES OF THE COMPANY S COMMON STOCK IN CONNECTION WITH THE COMPANY S CORNERSTONE TRANSACTIONS (AS DEFINED IN THE 2005 PROXY STATEMENT), TO THE EXTENT THAT ANY ISSUANCE OF SUCH SHARES REQUIRES RATIFICATION UNDER THE RULES OF THE AMERICAN STOCK EXCHANGE.1	Management	For	For
3	APPROVE AN AMENDMENT TO THE COMPANY S 2001 STOCK PLAN TO INCREASE THE SHARES OF COMMON STOCK AVAILABLE FOR GRANT THEREUNDER FROM 3,000,000 TO 4,000,000 SHARES.	Management	For	Against
4	APPROVE AN AMENDMENT TO THE COMPANY S 1998 STOCK OPTION PLAN TO INCREASE THE SHARES OF COMMON STOCK AVAILABLE FOR GRANT THEREUNDER FROM 2,000,000 TO 3,500,000 SHARES.	Management	For	Against
5	RATIFICATION OF THE APPOINTMENT OF CORBIN & COMPANY, LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: HOMESTORE, INC. MEETING DATE: 06/22/2005
TICKER: HOMS     SECURITY ID: 437852106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOE F. HANAUER AS A DIRECTOR	Management	For	For
1.2	ELECT L. JOHN DOERR AS A DIRECTOR	Management	For	For
1.3	ELECT W. MICHAEL LONG AS A DIRECTOR	Management	For	For
2	APPROVAL OF AN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT WOULD, AMONG OTHER THINGS, ELIMINATE THE CLASSIFICATION OF OUR BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS BEGINNING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2008.	Management	For	For

ISSUER NAME: HORNBECK OFFSHORE SERVICES, INC. MEETING DATE: 05/03/2005
TICKER: HOS     SECURITY ID: 440543106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT TODD M. HORNBECK AS A DIRECTOR	Management	For	For
1.2	ELECT PATRICIA B. MELCHER AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE HORNBECK OFFSHORE SERVICES, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN	Management	For	For
3	APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION, WHICH LIMITS THE LIABILITY OF DIRECTORS AS CONTEMPLATED UNDER SECTION 102(B)(7) OF THE DELAWARE GENERAL CORPORATION LAW1	Management	For	For
4	RATIFICATION OF SELECTION OF AUDITORS - TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AND AUDITORS FOR THE CURRENT FISCAL YEAR1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: HOT TOPIC, INC. MEETING DATE: 06/15/2005
TICKER: HOTT     SECURITY ID: 441339108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CYNTHIA COHEN AS A DIRECTOR	Management	For	For
1.2	ELECT CORRADO FEDERICO AS A DIRECTOR	Management	For	For
1.3	ELECT W. SCOTT HEDRICK AS A DIRECTOR	Management	For	For
1.4	ELECT KATHLEEN MASON AS A DIRECTOR	Management	For	For
1.5	ELECT ELIZABETH MCLAUGHLIN AS A DIRECTOR	Management	For	For
1.6	ELECT BRUCE QUINNELL AS A DIRECTOR	Management	For	For
1.7	ELECT ANDREW SCHUON AS A DIRECTOR	Management	For	For
2	TO APPROVE THE AMENDMENT OF THE COMPANY S 1996 EQUITY INCENTIVE PLAN TO REMOVE THE LIMIT ON THE MAXIMUM NUMBER OF RESTRICTED STOCK GRANTS AND EXTEND THE EXERCISE PERIOD FOR CERTAIN STOCK AWARDS AFTER TERMINATION OF A PARTICIPANT S CONTINUOUS SERVICE TO US.	Management	For	Against
3	TO APPROVE THE AMENDMENT OF THE COMPANY S 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN TO EXTEND THE EXERCISE PERIOD FOR STOCK OPTIONS AFTER TERMINATION OF A PARTICIPANT S CONTINUOUS SERVICE TO US.	Management	For	For
4	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ICAD, INC. MEETING DATE: 06/22/2005
TICKER: ICAD     SECURITY ID: 44934S107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT HOWARD AS A DIRECTOR	Management	For	For
1.2	ELECT W. SCOTT PARR AS A DIRECTOR	Management	For	For
1.3	ELECT RACHEL BREM AS A DIRECTOR	Management	For	For
2	ADOPTION OF THE COMPANY S 2005 STOCK INCENTIVE PLAN.	Management	For	Against

ISSUER NAME: INFRASOURCE SERVICES, INC. MEETING DATE: 06/07/2005
TICKER: IFS     SECURITY ID: 45684P102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN A. BRAYMAN AS A DIRECTOR	Management	For	For
1.2	ELECT CHRISTOPHER S. BROTHERS AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL P. HARMON AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID R. HELWIG AS A DIRECTOR	Management	For	For
1.5	ELECT IAN A. SCHAPIRO AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD S. SIUDEK AS A DIRECTOR	Management	For	For

ISSUER NAME: INTERFACE, INC. MEETING DATE: 05/19/2005
TICKER: IFSIA     SECURITY ID: 458665106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DIANNE DILLON-RIDGLEY AS A DIRECTOR	Management	For	For
1.2	ELECT JUNE M. HENTON AS A DIRECTOR	Management	For	For
1.3	ELECT CHRISTOPHER G. KENNEDY AS A DIRECTOR	Management	For	For
1.4	ELECT JAMES B. MILLER, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT THOMAS R. OLIVER AS A DIRECTOR	Management	For	For

ISSUER NAME: INTERSIL CORPORATION MEETING DATE: 05/11/2005
TICKER: ISIL     SECURITY ID: 46069S109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD M. BEYER AS A DIRECTOR	Management	For	For
1.2	ELECT DR. ROBERT W. CONN AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES V. DILLER AS A DIRECTOR	Management	For	For
1.4	ELECT GARY E. GIST AS A DIRECTOR	Management	For	For
1.5	ELECT JAN PEETERS AS A DIRECTOR	Management	For	For
1.6	ELECT ROBERT N. POKELWALDT AS A DIRECTOR	Management	For	For
1.7	ELECT JAMES A. URRY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT ACCOUNTANTS.	Management	For	For
3	INCREASE OF THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 1999 EQUITY COMPENSATION PLAN FROM 22,250,000 TO 25,250,000.	Management	For	For
4	TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.	Management	For	For

ISSUER NAME: IPC HOLDINGS, LTD. MEETING DATE: 06/10/2005
TICKER: IPCR     SECURITY ID: G4933P101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOSEPH C.H. JOHNSON AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES P. BRYCE AS A DIRECTOR	Management	For	For
1.3	ELECT KENNETH L. HAMMOND AS A DIRECTOR	Management	For	For
1.4	ELECT DR. THE HON C.E. JAMES AS A DIRECTOR	Management	For	For
1.5	ELECT FRANK MUTCH AS A DIRECTOR	Management	For	For
1.6	ELECT ANTHONY M. PILLING AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDMENTS TO THE IPC HOLDINGS, LTD. STOCK OPTION PLAN.	Management	For	For
3	APPOINTMENT AND REMUNERATION OF INDEPENDENT AUDITORS: TO APPOINT THE FIRM OF KPMG AS THE COMPANY S INDEPENDENT AUDITORS TO SERVE UNTIL THE COMPANY S NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE AUDIT COMMITTEE TO SET THE COMPENSATION FOR THE COMPANY S INDEPENDENT AUDITORS.	Management	For	For

ISSUER NAME: J2 GLOBAL COMMUNICATIONS, INC. MEETING DATE: 05/04/2005
TICKER: JCOM     SECURITY ID: 46626E205
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DOUGLAS Y. BECH AS A DIRECTOR	Management	For	For
1.2	ELECT ROBERT J. CRESCI AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN F. RIELEY AS A DIRECTOR	Management	For	For
1.4	ELECT RICHARD S. RESSLER AS A DIRECTOR	Management	For	For
1.5	ELECT MICHAEL P. SCHULHOF AS A DIRECTOR	Management	For	For
2	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: JARDEN CORPORATION MEETING DATE: 06/09/2005
TICKER: JAH     SECURITY ID: 471109108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DOUGLAS W. HUEMME AS A DIRECTOR	Management	For	For
1.2	ELECT IRWIN D. SIMON AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT L. WOOD AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE AND ADOPT THE JARDEN CORPORATION AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS JARDEN CORPORATION S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.1	Management	For	For
4	PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK FROM 50,000,000 TO 150,000,000 SHARES.	Management	For	For
5	PROPOSAL TO APPROVE THE CONVERSION FEATURE OF OUR SERIES C PREFERRED STOCK INTO SERIES B PREFERRED STOCK AND COMMON STOCK AND THE ISSUANCE OF COMMON STOCK AS A RESULT OF THE SUBSEQUENT CONVERSION OF SERIES B PREFERRED STOCK.	Management	For	For
6	PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO AMEND THE DEFINITION OF RELATED PARTY IN SECTION C OF ARTICLE VIII.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: LAKELAND INDUSTRIES, INC. MEETING DATE: 06/15/2005
TICKER: LAKE     SECURITY ID: 511795106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHRISTOPHER J. RYAN AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL E. CIRENZA AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN KREFT AS A DIRECTOR	Management	For	For
2	RATIFY APPOINTMENT OF AUDITORS HOLTZ RUBENSTEIN REMINICK LLP FOR FISCAL YEAR 2005 AND 2006.	Management	For	For

ISSUER NAME: LIFETIME HOAN CORPORATION MEETING DATE: 06/07/2005
TICKER: LCUT     SECURITY ID: 531926103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JEFFREY SIEGEL AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD SHIFTAN AS A DIRECTOR	Management	For	For
1.3	ELECT CRAIG PHILLIPS AS A DIRECTOR	Management	For	For
1.4	ELECT BRUCE COHEN AS A DIRECTOR	Management	For	For
1.5	ELECT HOWARD BERNSTEIN AS A DIRECTOR	Management	For	For
1.6	ELECT MICHAEL JEARY AS A DIRECTOR	Management	For	For
1.7	ELECT CHERRIE NANNINGA AS A DIRECTOR	Management	For	For
1.8	ELECT SHELDON MISHER AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM WESTERFIELD AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.1	Management	For	For
3	TO APPROVE THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY (I) TO CHANGE THE NAME OF THE COMPANY TO LIFETIME BRANDS, INC. , (II) TO DELETE NO LONGER NEEDED PROVISIONS REGARDING THE RECLASSIFICATION OF FORMER SHARES OF COMMON STOCK, AND (III) TO PERMIT THE BOARD OF DIRECTORS TO AMEND THE BY-LAWS OF THE COMPANY.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: LIONBRIDGE TECHNOLOGIES, INC. MEETING DATE: 05/20/2005
TICKER: LIOX     SECURITY ID: 536252109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RORY J. COWAN AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL KAVANAGH AS A DIRECTOR	Management	For	For
2	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.	Management	For	Abstain

ISSUER NAME: MEDTOX SCIENTIFIC, INC. MEETING DATE: 04/28/2005
TICKER: TOX     SECURITY ID: 584977201
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD J. BRAUN AS A DIRECTOR	Management	For	For
2	THE ADOPTION OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK AS SET FORTH IN THE PROXY STATEMENT.	Management	For	For

ISSUER NAME: MERIDIAN GOLD INC MEETING DATE: 05/10/2005
TICKER: --     SECURITY ID: 589975101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS OF THE CORPORATION FOR THE FYE 31 DEC 2004 AND THE AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS	N/A	N/A	N/A
2	ELECT MR. JOHN A. ECKERSLEY AS A DIRECTOR	Management	Unknown	None
3	ELECT MR. ROBERT A. HORN AS A DIRECTOR	Management	Unknown	None
4	ELECT MR. BRIAN J. KENNEDY AS A DIRECTOR	Management	Unknown	None
5	ELECT MR. CHRISTOPHER R. LATTANZI AS A DIRECTOR	Management	Unknown	None
6	ELECT MR. MALCOLM W. MACNAUGHT AS A DIRECTOR	Management	Unknown	None
7	ELECT MR. GERARD E. MUNERA AS A DIRECTOR	Management	Unknown	None
8	ELECT MR. CARL L. RENZONI AS A DIRECTOR	Management	Unknown	None
9	RE-APPOINT KPMG LLP AS THE AUDITORS OF THE CORPORATION TO HOLD OFFICE UNTIL THE NEXT AGM AND AUTHORIZE OF THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION	Management	Unknown	None
10	APPROVE THAT THE AMENDED SHAREHOLDER RIGHTS PLAN OF THE CORPORATION AS SPECIFIED AND AUTHORIZE ANY DIRECTOR OR OFFICER OF THE CORPORATION TO EXECUTE AND DELIVER ALL SUCH DOCUMENTS AS MAY BE NECESSARY OR DESIRABLE AND DO ALL SUCH THINGS IN ORDER TO IMPLEMENT THE AMENDED SHAREHOLDER RIGHTS PLAN	Management	Unknown	None
11	TRANSACT ANY OTHER BUSINESS	N/A	N/A	N/A

ISSUER NAME: MICROSEMI CORPORATION MEETING DATE: 02/23/2005
TICKER: MSCC     SECURITY ID: 595137100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DENNIS R. LEIBEL AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES J. PETERSON AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS R. ANDERSON AS A DIRECTOR	Management	For	For
1.4	ELECT HAROLD A. BLOMQUIST AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM E. BENDUSH AS A DIRECTOR	Management	For	For
1.6	ELECT WILLIAM L. HEALEY AS A DIRECTOR	Management	For	For
1.7	ELECT PAUL F. FOLINO AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO AUDIT OUR FINANCIAL STATEMENTS.	Management	For	For

ISSUER NAME: MOLINA HEALTHCARE, INC. MEETING DATE: 04/27/2005
TICKER: MOH     SECURITY ID: 60855R100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J. MARIO MOLINA, M.D. AS A DIRECTOR	Management	For	For
1.2	ELECT RONNA ROMNEY AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE MOLINA HEALTHCARE, INC. 2005 INCENTIVE COMPENSATION PLAN.	Management	For	For

ISSUER NAME: NBTY, INC. MEETING DATE: 02/07/2005
TICKER: NTY     SECURITY ID: 628782104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SCOTT RUDOLPH AS A DIRECTOR	Management	For	For
1.2	ELECT PETER J. WHITE AS A DIRECTOR	Management	For	For
1.3	ELECT MURRAY DALY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: NETGEAR, INC. MEETING DATE: 05/18/2005
TICKER: NTGR     SECURITY ID: 64111Q104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PATRICK C.S. LO AS A DIRECTOR	Management	For	For
1.2	ELECT RALPH E. FAISON AS A DIRECTOR	Management	For	For
1.3	ELECT A. TIMOTHY GODWIN AS A DIRECTOR	Management	For	For
1.4	ELECT LINWOOD A. LACY, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT GERALD A. POCH AS A DIRECTOR	Management	For	For
1.6	ELECT GREGORY ROSSMANN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP	Management	For	For

ISSUER NAME: OIL STATES INTERNATIONAL, INC. MEETING DATE: 05/18/2005
TICKER: OIS     SECURITY ID: 678026105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT L.E. SIMMONS AS A DIRECTOR	Management	For	For
1.2	ELECT DOUGLAS E. SWANSON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OR ERNST & YOUNG LLP AS THE AUDITORS OF THE COMPANY FOR THE CURRENT YEAR.1	Management	For	For
3	APPROVAL OF THE OIL STATES INTERNATIONAL, INC. 2001 EQUITY PARTICIPATION PLAN, AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 16, 2005.	Management	For	Against
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: OMNICARE, INC. MEETING DATE: 05/17/2005
TICKER: OCR     SECURITY ID: 681904108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EDWARD L. HUTTON AS A DIRECTOR	Management	For	For
1.2	ELECT JOEL F. GEMUNDER AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN T. CROTTY AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES H. ERHART, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT DAVID W. FROESEL, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT SANDRA E. LANEY AS A DIRECTOR	Management	For	For
1.7	ELECT A.R. LINDELL, DNSC, RN AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN H. TIMONEY AS A DIRECTOR	Management	For	For
1.9	ELECT AMY WALLMAN AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Management	For	For

ISSUER NAME: PACIFIC SUNWEAR OF CALIFORNIA, INC. MEETING DATE: 05/18/2005
TICKER: PSUN     SECURITY ID: 694873100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT GREG H. WEAVER* AS A DIRECTOR1	Management	For	For
1.2	ELECT JULIUS JENSEN III* AS A DIRECTOR1	Management	For	For
1.3	ELECT PEARSON C. CUMMIN III* AS A DIRECTOR1	Management	For	For
1.4	ELECT MICHAEL GOLDSTEIN* AS A DIRECTOR1	Management	For	For
1.5	ELECT SETH R. JOHNSON** AS A DIRECTOR1	Management	For	For
2	APPROVAL OF THE PACIFIC SUNWEAR OF CALIFORNIA, INC. 2005 PERFORMANCE INCENTIVE PLAN.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PASON SYSTEMS INC MEETING DATE: 05/16/2005
TICKER: --     SECURITY ID: 702925108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE TAND APPROVE THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE CORPORATION FOR THE YE 31 DEC 2004 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON	N/A	N/A	N/A
2	APPROVE TO FIX THE NUMBER OF DIRECTORS AT 6	Management	Unknown	For
3	ELECT MR. JAMES D. HILL AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
4	ELECT MR. HAROLD R. ALLSOPP AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
5	ELECT MR. JAMES B. HOWE AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
6	ELECT MR. CATHERINE HUGHES AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
7	ELECT MR. PETER S. MACKECHNIE AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
8	ELECT MR. MURRAY L. COBBE AS A DIRECTOR FOR THE ENSUING YEAR	Management	Unknown	For
9	APPOINT DELOITTE & TOUCHE LLP, AS AUDITORS FOR THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION1	Management	Unknown	For
10	AMEND, PURSUANT TO SECTION 173(1)(F) OF THE BUSINESS CORPORATIONS ACT (ALBERTA), THE ARTICLES OF THE CORPORATION TO DIVIDE THE COMMON SHARES OF THE CORPORATION, WHETHER ISSUED OR UN ISSUED ON A 2-FOR-1 BASIS; AUTHORIZE ANY 1 OFFICER OF THE CORPORATION TO EXECUTE ALL SUCH INSTRUMENTS AND TO DO ALL SUCH ACTS AND THINGS, AS THEY, IN THEIR DISCRETION, DETERMINE TO BE NECESSARY OR ADVISABLE IN ORDER TO PROPERLY IMPLEMENT AND GIVE EFFECT TO THE FOREGOING; AND THE DIRECTORS OF THE CORPORATION MAY, IN T...1	Management	Unknown	For
11	TRANSACT ANY OTHER BUSINESS	N/A	N/A	N/A
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PEDIATRIX MEDICAL GROUP, INC. MEETING DATE: 05/06/2005
TICKER: PDX     SECURITY ID: 705324101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CESAR L. ALVAREZ AS A DIRECTOR	Management	For	For
1.2	ELECT WALDEMAR A. CARLO, M.D. AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL B. FERNANDEZ AS A DIRECTOR	Management	For	For
1.4	ELECT ROGER K. FREEMAN, M.D. AS A DIRECTOR	Management	For	For
1.5	ELECT PAUL G. GABOS AS A DIRECTOR	Management	For	For
1.6	ELECT ROGER J. MEDEL M.D. AS A DIRECTOR	Management	For	For
1.7	ELECT LAWRENCE M. MULLEN AS A DIRECTOR	Management	For	For
1.8	ELECT ENRIQUE J. SOSA, PH. D. AS A DIRECTOR	Management	For	For

ISSUER NAME: PENN-AMERICA GROUP, INC. MEETING DATE: 01/24/2005
TICKER: PNG     SECURITY ID: 707247102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 14, 2004, BY AND AMONG PENN-AMERICA GROUP, INC., UNITED NATIONAL GROUP, LTD., U.N. HOLDINGS II, INC. (AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF UNITED NATIONAL GROUP) AND CHELTENHAM ACQUISITION CORP. (A NEWLY FORMED, INDIRECT, WHOLLY OWNED SUBSIDIARY OF UNITED NATIONAL GROUP).1	Management	For	For
2	TO VOTE UPON AND ADJOURNMENT OR POSTPONEMENT OF THE PENN-AMERICA SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE FOREGOING PROPOSAL.	Management	For	Abstain
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PER-SE TECHNOLOGIES, INC. MEETING DATE: 05/18/2005
TICKER: PSTI     SECURITY ID: 713569309
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN W. CLAY, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN W. DANAHER, M.D. AS A DIRECTOR	Management	For	For
1.3	ELECT CRAIG MACNAB AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID E. MCDOWELL AS A DIRECTOR	Management	For	For
1.5	ELECT PHILIP M. PEAD AS A DIRECTOR	Management	For	For
1.6	ELECT C. CHRISTOPHER TROWER AS A DIRECTOR	Management	For	For
1.7	ELECT JEFFREY W. UBBEN AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PHASE FORWARD INCORPORATED MEETING DATE: 05/12/2005
TICKER: PFWD     SECURITY ID: 71721R406
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT K WEILER AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL A. BLEICHER AS A DIRECTOR	Management	For	For
1.3	ELECT AXEL BICHARA AS A DIRECTOR	Management	For	For
1.4	ELECT FRANKLYN A. CAINE AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES I. CASH, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT RICHARD A. D'AMORE AS A DIRECTOR	Management	For	For
1.7	ELECT PETER BARTON HUTT AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: POORE BROTHERS, INC. MEETING DATE: 05/17/2005
TICKER: SNAK     SECURITY ID: 732813100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT SHANNON BARD AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS W. FREEZE AS A DIRECTOR	Management	For	For
1.3	ELECT F.P. GILTNER, III AS A DIRECTOR	Management	For	For
1.4	ELECT MARK S. HOWELLS AS A DIRECTOR	Management	For	For
1.5	ELECT ERIC J. KUFEL AS A DIRECTOR	Management	For	For
1.6	ELECT JAMES W. MYERS AS A DIRECTOR	Management	For	For
1.7	ELECT LARRY R. POHILL AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE POORE BROTHERS, INC. 2005 EQUITY INCENTIVE PLAN.	Management	For	Against
3	TO VOTE ON A SHAREHOLDER PROPOSAL REGARDING A CHANGE TO THE PROXY CARD.	Shareholder	Against	Against

ISSUER NAME: PXRE GROUP LTD. MEETING DATE: 04/26/2005
TICKER: PXT     SECURITY ID: G73018106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WENDY LUSCOMBE AS A DIRECTOR	Management	For	For
1.2	ELECT JEFFREY L. RADKE AS A DIRECTOR	Management	For	For
2	TO APPROVE THE RECOMMENDATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS THAT KPMG LLP BE APPOINTED AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005 AND TO REFER THE DETERMINATION OF THE INDEPENDENT AUDITORS REMUNERATION TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.	Management	For	For
3	TO APPROVE CERTAIN AMENDMENTS TO THE COMPANY S BYE-LAWS.	Management	For	For

ISSUER NAME: QUICKSILVER RESOURCES INC. MEETING DATE: 05/17/2005
TICKER: KWK     SECURITY ID: 74837R104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS F. DARDEN AS A DIRECTOR	Management	For	For
1.2	ELECT MARK J. WARNER AS A DIRECTOR	Management	For	For
2	APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY1	Management	For	For
3	AMENDMENT TO THE 2004 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: RANGE RESOURCES CORPORATION MEETING DATE: 05/18/2005
TICKER: RRC     SECURITY ID: 75281A109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT E. AIKMAN AS A DIRECTOR	Management	For	For
1.2	ELECT CHARLES L. BLACKBURN AS A DIRECTOR	Management	For	For
1.3	ELECT ANTHONY V. DUB AS A DIRECTOR	Management	For	For
1.4	ELECT V. RICHARD EALES AS A DIRECTOR	Management	For	For
1.5	ELECT ALLEN FINKELSON AS A DIRECTOR	Management	For	For
1.6	ELECT JONATHAN S. LINKER AS A DIRECTOR	Management	For	For
1.7	ELECT KEVIN S. MCCARTHY AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN H. PINKERTON AS A DIRECTOR	Management	For	For
1.9	ELECT JEFFREY L. VENTURA AS A DIRECTOR	Management	For	For
2	APPROVE ADDITIONAL COMMON STOCK UNDER CERTIFICATE.	Management	For	For
3	APPROVE INDEMNIFICATION CHANGE TO CERTIFICATE.	Management	For	For
4	APPROVE 2005 EQUITY-BASED COMPENSATION PLAN.	Management	For	For
5	INCREASE COMMON STOCK UNDER 2005 EQUITY PLAN.	Management	For	For
6	RATIFY ERNST & YOUNG LLP FOR 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: RC2 CORPORATION MEETING DATE: 05/06/2005
TICKER: RCRC     SECURITY ID: 749388104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ROBERT E. DODS AS A DIRECTOR	Management	For	For
1.2	ELECT BOYD L. MEYER AS A DIRECTOR	Management	For	For
1.3	ELECT PETER K.K. CHUNG AS A DIRECTOR	Management	For	For
1.4	ELECT CURTIS W. STOELTING AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN S. BAKALAR AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN J. VOSICKY AS A DIRECTOR	Management	For	For
1.7	ELECT PAUL E. PURCELL AS A DIRECTOR	Management	For	For
1.8	ELECT DANIEL M. WRIGHT AS A DIRECTOR	Management	For	For
1.9	ELECT THOMAS M. COLLINGER AS A DIRECTOR	Management	For	For
1.10	ELECT RICHARD E. ROTHKOPF AS A DIRECTOR	Management	For	For
1.11	ELECT M.J. MERRIMAN, JR. AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE RC2 CORPORATION 2005 STOCK INCENTIVE PLAN.	Management	For	Against
3	APPROVAL OF THE RC2 CORPORATION INCENTIVE BONUS PLAN AND THE RC2 CORPORATION TOP MANAGEMENT ADDITIONAL BONUS PLAN.	Management	For	For

ISSUER NAME: RONA INC MEETING DATE: 05/10/2005
TICKER: --     SECURITY ID: 776249104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FYE 26 DEC 2004, TOGETHER WITH THE AUDITORS REPORT THEREON	N/A	N/A	N/A
2	ELECT MR. PIERRE BRODEUR AS A DIRECTOR	Management	Unknown	None
3	ELECT MR. LOUISE CAYA AS A DIRECTOR	Management	Unknown	None
4	ELECT MR. SIMON CLOUTIER AS A DIRECTOR	Management	Unknown	None
5	ELECT MR. PIERRE DUCROS AS A DIRECTOR	Management	Unknown	None
6	ELECT MR. ROBERT DUTTON AS A DIRECTOR	Management	Unknown	None
7	ELECT MR. ANDRE H. GAGNON AS A DIRECTOR	Management	Unknown	None
8	ELECT MR. JEAN GAULIN AS A DIRECTOR	Management	Unknown	None
9	ELECT MR. JEAN-GUY HEBERT AS A DIRECTOR	Management	Unknown	None
10	ELECT MR. ALAIN MICHEL AS A DIRECTOR	Management	Unknown	None
11	ELECT MR. JIM PANTELIDIS AS A DIRECTOR	Management	Unknown	None
12	ELECT MR. LOUIS A. TANGUAY AS A DIRECTOR	Management	Unknown	None
13	ELECT MR. JOCELYN TREMBLAY AS A DIRECTOR	Management	Unknown	None
14	RE-APPOINT RAYMOND CHABOT GRANT THORNTON, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING OF SHAREHOLDERS AT SUCH COMPENSATION AS MAY BE FIXED BY THE DIRECTORS	Management	Unknown	None
15	APPROVE, ADOPT AND RATIFY THE SHAREHOLDER RIGHTS PLAN EVIDENCED BY THE SHAREHOLDER RIGHTS PLAN AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND NATIONAL BANK TRUST INC., AS RIGHTS AGENT, DATED 10 MAR 2005 AND SUBSTANTIALLY AS SPECIFIED; AUTHORIZE ANY OFFICER OR DIRECTOR OF THE COMPANY, FOR AND ON BEHALF OF THE COMPANY, TO SIGN AND EXECUTE ALL DOCUMENTS, TO ENTER INTO ALL AGREEMENTS AND TO DO AND PERFORM ALL ACTS AND THINGS DEEMED NECESSARY OR ADVISABLE IN ORDER TO GIVE EFFECT TO THIS RESOLUTION, I...	Management	Unknown	None
16	TRANSACT SUCH OTHER BUSINESS	N/A	N/A	N/A

ISSUER NAME: SELECT COMFORT CORPORATION MEETING DATE: 05/11/2005
TICKER: SCSS     SECURITY ID: 81616X103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHRISTOPHER P. KIRCHEN AS A DIRECTOR	Management	For	For
1.2	ELECT BRENDA J. LAUDERBACK AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL A. PEEL AS A DIRECTOR	Management	For	For
1.4	ELECT JEAN-MICHEL VALETTE AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE AMENDMENT OF THE SELECT COMFORT CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
3	PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: SI INTERNATIONAL, INC. MEETING DATE: 06/16/2005
TICKER: SINT     SECURITY ID: 78427V102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES E. CRAWFORD, III AS A DIRECTOR	Management	For	For
1.2	ELECT WALTER C. FLORENCE AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS SI INTERNATIONAL S INDEPENDENT ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.1	Management	For	For
3	TO APPROVE THE 2002 AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SINO FST CORP MEETING DATE: 05/16/2005
TICKER: --     SECURITY ID: 82934H101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE CORPORATION FOR THE FYE 31 DEC 2004, TOGETHER WITH THE REPORT OF THE AUDITOR THEREON	N/A	N/A	N/A
2	ELECT MR. ALLEN T.Y. CHAN AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
3	ELECT MR. KAI KIT POON AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
4	ELECT MR. EDMUND MAK AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
5	ELECT MR. KEE Y. WONG AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
6	ELECT MR. R. JOHN (JACK) LAWRENCE AS A DIRECTOR OF THE CORPORATION1	Management	Unknown	For
7	ELECT MR. SIMON MURRAY AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
8	ELECT MR. DAVID J. HORSLEY AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
9	ELECT MR. JAMES M.E. HYDE AS A DIRECTOR OF THE CORPORATION	Management	Unknown	For
10	APPOINT BDO MCCABE LO & COMPANY AS AN AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION1	Management	Unknown	For
11	TRANSACT SUCH OTHER BUSINESS	N/A	N/A	N/A
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SPECIALTY UNDERWRITERS' ALLIANCE, IN MEETING DATE: 05/12/2005
TICKER: SUAI     SECURITY ID: 84751T309
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT COURTNEY C. SMITH AS A DIRECTOR	Management	For	For
1.2	ELECT PETER E. JOKIEL AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT E. DEAN AS A DIRECTOR	Management	For	For
1.4	ELECT RAYMOND C. GROTH AS A DIRECTOR	Management	For	For
1.5	ELECT ROBERT H. WHITEHEAD AS A DIRECTOR	Management	For	For
1.6	ELECT RUSSELL E. ZIMMERMANN AS A DIRECTOR	Management	For	For
1.7	ELECT PAUL A. PHILP AS A DIRECTOR	Management	For	For
2	TO APPROVE AN AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 75,000,000 TO 30,000,000.	Management	For	For
3	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: SPORTINGBET PLC MEETING DATE: 12/17/2004
TICKER: --     SECURITY ID: G8367L106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE AND ADOPT THE ACCOUNTS FOR THE YE 31 JUL 2004 AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS IN RELATION TO THE SAME	Management	Unknown	For
2	RE-APPOINT BDO STOY HAYWARD AS THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION	Management	Unknown	For
3	RE-ELECT MR. NIGEL TERENCE PAYNE AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION	Management	Unknown	For
4	RE-ELECT MR. SEAN STUART O CONNOR AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION	Management	Unknown	For
5	RE-APPOINT MR. ROBERT HOLT AS A DIRECTOR OF THE COMPANY	Management	Unknown	For
6	AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY AND PURSUANT TO AND IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES UP TO: I) AN AGGREGATE NOMINAL AMOUNT OF GBP 6,693 IN CONNECTION WITH A CONVERTIBLE ASSET AGREEMENT BETWEEN THE COMPANY AND BAYARD MANAGEMENT INC.; II) AN AGGREGATE NOMINAL AMOUNT OF GBP 83,172 IN CONNECTION WITH A CONVERTIBLE LOAN NOTE INSTRUMENT BETWEEN THE COMPANY AND THE DBS ADVISORS, LTD; AND III) AN AGGREGATE NOMINAL A...1	Management	Unknown	For
7	AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING OF RESOLUTION 6 AND PURSUANT TO AND IN ACCORDANCE WITH SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 6, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985 , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: I) IN CONNECTION WITH OR PURSUANT TO AN OFFER OR EQUITY SECURITIES OPEN FOR ACCEPTANCE FOR A PERIOD FIXED B...1	Management	Unknown	For
8	AUTHORIZE THE DIRECTORS, IN ADDITION TO THE AUTHORITY REFERRED TO IN RESOLUTION 6 AND PURSUANT TO AND IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 9,772 IN CONNECTION WITH A SHARE PURCHASE AGREEMENT BETWEEN THE COMPANY, INTERNET OPPORTUNITY HOLDINGS INC. AND BONAIRE INVESTMENT HOLDINGS LIMITED AND OTHERS; AUTHORITY EXPIRES AFTER 5 YEARS ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUT...	Management	Unknown	For
9	AUTHORIZE THE DIRECTORS, SUBJECT TO THE PASSING OF RESOLUTION S.8 AND PURSUANT TO AND IN ACCORDANCE WITH SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION S.8, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) OF THE COMPANIES ACT 1985 ; AUTHORITY EXPIRES EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 31 DEC 2005 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN...1	Management	Unknown	For
10	PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.	N/A	N/A	N/A
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: STEINER LEISURE LIMITED MEETING DATE: 06/16/2005
TICKER: STNR     SECURITY ID: P8744Y102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT LEONARD I. FLUXMAN AS A DIRECTOR	Management	For	For
1.2	ELECT MICHELE STEINER WARSHAW AS A DIRECTOR	Management	For	For
1.3	ELECT STEVEN J. PRESTON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE 2005 FISCAL YEAR.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SUPERIOR ENERGY SERVICES, INC. MEETING DATE: 05/25/2005
TICKER: SPN     SECURITY ID: 868157108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ENOCH L. DAWKINS AS A DIRECTOR	Management	For	For
1.2	ELECT JAMES M. FUNK AS A DIRECTOR	Management	For	For
1.3	ELECT TERENCE E. HALL AS A DIRECTOR	Management	For	For
1.4	ELECT ERNEST E. HOWARD, III AS A DIRECTOR	Management	For	For
1.5	ELECT RICHARD A. PATTAROZZI AS A DIRECTOR	Management	For	For
1.6	ELECT JUSTIN L. SULLIVAN AS A DIRECTOR	Management	For	For
2	2005 STOCK INCENTIVE PLAN	Management	For	For
3	APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005	Management	For	For

ISSUER NAME: THE GEO GROUP, INC. MEETING DATE: 05/05/2005
TICKER: GGI     SECURITY ID: 36159R103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WAYNE H. CALABRESE AS A DIRECTOR	Management	For	For
1.2	ELECT NORMAN A. CARLSON AS A DIRECTOR	Management	For	For
1.3	ELECT ANNE N. FOREMAN AS A DIRECTOR	Management	For	For
1.4	ELECT RICHARD H. GLANTON AS A DIRECTOR	Management	For	For
1.5	ELECT WILLIAM M. MURPHY AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN M. PERZEL AS A DIRECTOR	Management	For	For
1.7	ELECT GEORGE C. ZOLEY AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE GEO GROUP, INC.1	Management	For	For
3	TO APPROVE THE SENIOR MANAGEMENT PERFORMANCE AWARD PLAN.	Management	For	For
4	TO REQUEST THAT THE BOARD S COMPENSATION COMMITTEE, WHEN SETTING EXECUTIVE COMPENSATION, INCLUDE SOCIAL RESPONSIBILITY AS WELL AS CORPORATE GOVERNANCE FINANCIAL CRITERIA IN THE EVALUATION.	Shareholder	Against	Against
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: TUESDAY MORNING CORPORATION MEETING DATE: 05/17/2005
TICKER: TUES     SECURITY ID: 899035505
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT BENJAMIN D. CHERESKIN AS A DIRECTOR	Management	For	For
1.2	ELECT KATHLEEN MASON AS A DIRECTOR	Management	For	For
1.3	ELECT W.J. HUNCKLER, III AS A DIRECTOR	Management	For	For
1.4	ELECT ROBIN P. SELATI AS A DIRECTOR	Management	For	For
1.5	ELECT HENRY F. FRIGON AS A DIRECTOR	Management	For	For
1.6	ELECT GILES H. BATEMAN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: TYLER TECHNOLOGIES, INC. MEETING DATE: 05/19/2005
TICKER: TYL     SECURITY ID: 902252105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DONALD R. BRATTAIN AS A DIRECTOR	Management	For	For
1.2	ELECT J. LUTHER KING, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN S. MARR, JR. AS A DIRECTOR	Management	For	For
1.4	ELECT G. STUART REEVES AS A DIRECTOR	Management	For	For
1.5	ELECT MICHAEL D. RICHARDS AS A DIRECTOR	Management	For	For
1.6	ELECT DUSTIN R. WOMBLE AS A DIRECTOR	Management	For	For
1.7	ELECT JOHN M. YEAMAN AS A DIRECTOR	Management	For	For
2	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: U.S.I. HOLDINGS CORPORATION MEETING DATE: 05/25/2005
TICKER: USIH     SECURITY ID: 90333H101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ESLICK, DAVID L. AS A DIRECTOR	Management	For	For
1.2	ELECT FRIEDEN, RONALD E. AS A DIRECTOR	Management	For	For
1.3	ELECT HAVERLAND, RICHARD M. AS A DIRECTOR	Management	For	For
1.4	ELECT HAYES, THOMAS A. AS A DIRECTOR	Management	For	For
1.5	ELECT LYTLE, L. BEN AS A DIRECTOR	Management	For	For
1.6	ELECT SPASS, ROBERT A. AS A DIRECTOR	Management	For	For
1.7	ELECT WRIGHT, ROBERT F. AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	Management	For	For

ISSUER NAME: UNITED AMERICA INDEMNITY MEETING DATE: 05/04/2005
TICKER: INDM     SECURITY ID: 90933T109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ELECTION OF DIRECTOR: SAUL A. FOX	Management	For	For
2	ELECTION OF DIRECTOR: EDWARD J. NOONAN	Management	For	For
3	ELECTION OF DIRECTOR: TROY W. THACKER	Management	For	For
4	ELECTION OF DIRECTOR: W. DEXTER PAINE, III	Management	For	For
5	ELECTION OF DIRECTOR: RUSSELL C. BALL, III	Management	For	For
6	ELECTION OF DIRECTOR: MICHAEL J. MCDONOUGH	Management	For	For
7	ELECTION OF DIRECTOR: JOHN J. HENDRICKSON	Management	For	For
8	ELECTION OF DIRECTOR: KENNETH J. SINGLETON	Management	For	For
9	ELECTION OF DIRECTOR: STEPHEN A. COZEN	Management	For	For
10	ELECTION OF DIRECTOR: RICHARD L. DUSZAK	Management	For	For
11	ELECTION OF DIRECTOR: ROBERT A. LEAR	Management	For	For
12	ELECTION OF DIRECTOR: M. MOSHE PORAT	Management	For	For
13	TO APPROVE THE AMENDMENT TO THE SHARE INCENTIVE PLAN.	Management	For	Against
14	TO APPROVE THE AMENDED AND RESTATED ANNUAL INCENTIVE AWARDS PROGRAM.	Management	For	For
15	TO APPROVE PART 1 OF THE INTEGRATION BONUS PLAN.	Management	For	For
16	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITOR OF UNITED AMERICA INDEMNITY, LTD. FOR 2005 AND TO AUTHORIZE THE BOARD OF DIRECTORS OF AMERICA INDEMNITY, LTD. ACTING BY ITS AUDIT COMMITTEE TO SET THE FEES FOR THE INDEPENDENT AUDITOR.	Management	For	For

ISSUER NAME: UNITED AMERICA INDEMNITY MEETING DATE: 05/04/2005
TICKER: INDM     SECURITY ID: 90933T109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT TROY W. THACKER- WR BAR AS A DIRECTOR	Management	For	For
1.2	ELECT DAVID N. KING- WR BAR AS A DIRECTOR	Management	For	For
1.3	ELECT N. CRICHLOW- WR BAR AS A DIRECTOR	Management	For	For
1.4	ELECT KEVIN L. TATE- WR BAR AS A DIRECTOR	Management	For	For
1.5	ELECT ALAN BOSSIN- WR LTD AS A DIRECTOR	Management	For	For
1.6	ELECT MICHAEL J. TAIT- WR LTD AS A DIRECTOR	Management	For	For
1.7	ELECT TROY W. THACKER- WR LTD AS A DIRECTOR	Management	For	For
1.8	ELECT S.D. FREUDBERG- WR LTD AS A DIRECTOR	Management	For	For
1.9	ELECT M.J. MCDONOUGH- WR LTD AS A DIRECTOR	Management	For	For
1.10	ELECT KEVIN L. TATE- WR LTD AS A DIRECTOR	Management	For	For
1.11	ELECT J.B. WALDRON- WR LTD AS A DIRECTOR	Management	For	For
1.12	ELECT KAELA KEEN- WR LTD AS A DIRECTOR	Management	For	For
1.13	ELECT TROY W. THACKER- WRS AS A DIRECTOR	Management	For	For
1.14	ELECT KEVIN L. TATE- WRS AS A DIRECTOR	Management	For	For
1.15	ELECT ALAN BOSSIN- WRS AS A DIRECTOR	Management	For	For
1.16	ELECT SETH D. FREUDBERG- WRS AS A DIRECTOR	Management	For	For
1.17	ELECT MICHAEL J. DONOUGH- WRS AS A DIRECTOR	Management	For	For
1.18	ELECT MICHAEL J. TAIT- WRS AS A DIRECTOR	Management	For	For
1.19	ELECT J.B. WALDRON- WRS AS A DIRECTOR	Management	For	For
1.20	ELECT KAELA KEEN- WRS AS A DIRECTOR	Management	For	For
2	TO APPOINT PRICEWATERHOUSECOOPERS, ST. MICHAEL, BARBADOS, AS THE INDEPENDENT AUDITOR OF WIND RIVER INSURANCE COMPANY (BARBADOS) LTD. FOR 2005 AND TO AUTHORIZE THE BOARD OF DIRECTORS OF WIND RIVER INSURANCE COMPANY (BARBADOS) LTD. TO SET THE FEES FOR THE INDEPENDENT AUDITOR.1	Management	For	For
3	TO APPOINT PRICEWATERHOUSECOOPERS, HAMILTON, BERMUDA, AS THE INDEPENDENT AUDITOR OF WIND RIVER INSURANCE COMPANY, LTD. FOR 2005.	Management	For	For
4	TO APPOINT PRICEWATERHOUSECOOPERS, HAMILTON, BERMUDA, AS THE INDEPENDENT AUDITOR OF WIND RIVER SERVICES, LTD. FOR 2005.	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: URBIUM PLC MEETING DATE: 04/06/2005
TICKER: --     SECURITY ID: G9298G117
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE COMPANY S ANNUAL ACCOUNTS FOR THE YE 31 DEC 2004, TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT ON THOSE ACCOUNTS	Management	Unknown	For
2	DECLARE A FINAL DIVIDEND OF 11.5 PENCE PER SHARE FOR THE YE 31 DEC 2004	Management	Unknown	For
3	RE-APPOINT MR. VISCOUNT ASTOR AS A DIRECTOR	Management	Unknown	For
4	RE-APPOINT MR. DAVID CAMERON AS A DIRECTOR	Management	Unknown	For
5	RE-APPOINT KPMG AUDIT PLC AS THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY AT WHICH THE ACCOUNTS ARE LAID BEFORE SHAREHOLDERS IN ACCORDANCE WITH THE COMPANIES ACT 1985 AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION	Management	Unknown	For
6	AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR ALL EXISTING AUTHORITIES AND PURSUANT TO SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80(2) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,407,515; AUTHORITY EXPIRES AT THE CONCLUSION OF THE AGM OF THE COMPANY IN 2006 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY1	Management	Unknown	For
7	AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR ALL EXISTING AUTHORITIES AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985 ACT , TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 6, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) BY WAY OF RIGHTS ISSUE, OPEN OFFER OR OTHERWISE TO ORDINARY SHAREHOLDERS IN THE CAPITAL OF THE COMPANY ; AND B) UP TO...1	Management	Unknown	For
8	AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 1,036,749 ORDINARY SHARES OF 50 PENCE EACH IN THE CAPITAL OF THE COMPANY 10% OF THE ORDINARY SHARES IN ISSUE AT A MINIMUM PRICE OF 50 PENCE AND AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY SHARE DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; A...1	Management	Unknown	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: USEC INC. MEETING DATE: 04/21/2005
TICKER: USU     SECURITY ID: 90333E108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES R. MELLOR AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL H. ARMACOST AS A DIRECTOR	Management	For	For
1.3	ELECT JOYCE F. BROWN AS A DIRECTOR	Management	For	For
1.4	ELECT JOHN R. HALL AS A DIRECTOR	Management	For	For
1.5	ELECT W. HENSON MOORE AS A DIRECTOR	Management	For	For
1.6	ELECT JOSEPH F. PAQUETTE, JR. AS A DIRECTOR	Management	For	For
1.7	ELECT JAMES D. WOODS AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS USEC S INDEPENDENT AUDITORS FOR 2005.	Management	For	For

ISSUER NAME: VARIAN SEMICONDUCTOR EQUIP. ASSOC., MEETING DATE: 02/24/2005
TICKER: VSEA     SECURITY ID: 922207105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD A. AURELIO AS A DIRECTOR	Management	For	For
1.2	ELECT ELIZABETH E. TALLETT AS A DIRECTOR	Management	For	For
2	TO APPROVE AN AMENDMENT TO THE OMNIBUS STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 1,600,000 SHARES.	Management	For	For
3	TO APPROVE AN AMENDMENT TO THE OMNIBUS STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK AVAILABLE FOR GRANT PURSUANT TO STOCK APPRECIATION RIGHTS, RESTRICTED STOCK, PERFORMANCE UNITS AND PERFORMANCE SHARES BY 300,000 SHARES.	Management	For	For
4	TO APPROVE AN AMENDMENT TO THE OMNIBUS STOCK PLAN TO PROVIDE THAT THE TERM OF AN OPTION MAY NOT BE LONGER THAN EIGHT YEARS FROM THE APPLICABLE DATE OF GRANT.	Management	For	For
5	TO APPROVE AN AMENDMENT TO THE OMNIBUS STOCK PLAN TO PROVIDE THAT EACH NON-EMPLOYEE DIRECTOR RECEIVES A NON-QUALIFIED STOCK OPTION GRANT TO PURCHASE 12,000 SHARES OF OUR COMMON STOCK ON THE DATE OF APPOINTMENT OR INITIAL ELECTION, AND EACH NON-EMPLOYEE DIRECTOR ALSO RECEIVES ANNUALLY A NON-QUALIFIED OPTION GRANT TO PURCHASE 6,000 SHARES OF OUR COMMON STOCK.	Management	For	For
6	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2005.	Management	For	For

ISSUER NAME: VCA ANTECH, INC. MEETING DATE: 06/06/2005
TICKER: WOOF     SECURITY ID: 918194101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN B. CHICKERING, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN HEIL AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS.	Management	For	For

ISSUER NAME: VITRIA TECHNOLOGY, INC. MEETING DATE: 05/26/2005
TICKER: VITR     SECURITY ID: 92849Q401
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOMEI CHANG, PH.D. AS A DIRECTOR	Management	For	For
1.2	ELECT DENNIS P. WOLF AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF BDO SEIDMAN, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2005.	Management	For	For

ISSUER NAME: W HOLDING COMPANY, INC. MEETING DATE: 05/27/2005
TICKER: WHI     SECURITY ID: 929251106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CORNELIUS TAMBOER AS A DIRECTOR	Management	For	For
1.2	ELECT FREDESWINDA G. FRONTERA AS A DIRECTOR	Management	For	For
2	TO AMEND THE COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY S COMMON STOCK, PAR VALUE $1.00 PER SHARE (THE COMMON STOCK ), FROM 300,000,000 SHARES TO 500,000,000 SHARES.1	Management	For	For
3	TO AMEND THE COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY S PREFERRED STOCK, PAR VALUE $1.00 PER SHARE (THE PREFERRED STOCK ), FROM 20,000,000 SHARES TO 50,000,000 SHARES.1	Management	For	Against
4	TO RATIFY APPOINTMENT BY THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP, AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.1	Management	For	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: WATTS WATER TECHNOLOGIES, INC. MEETING DATE: 05/04/2005
TICKER: WTS     SECURITY ID: 942749102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT TIMOTHY P. HORNE AS A DIRECTOR	Management	For	For
1.2	ELECT RALPH E. JACKSON, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT KENNETH J. MCAVOY AS A DIRECTOR	Management	For	For
1.4	ELECT JOHN K. MCGILLICUDDY AS A DIRECTOR	Management	For	For
1.5	ELECT GORDON W. MORAN AS A DIRECTOR	Management	For	For
1.6	ELECT DANIEL J. MURPHY, III AS A DIRECTOR	Management	For	For
1.7	ELECT PATRICK S. O'KEEFE AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL YEAR.	Management	For	For

ISSUER NAME: WEIR GROUP PLC MEETING DATE: 05/11/2005
TICKER: --     SECURITY ID: G95248137
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE AND ADOPT THE STATEMENTS OF ACCOUNTS FOR THE 53 WEEKS ENDED 31 DEC 2004 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON	Management	Unknown	For
2	DECLARE A DIVIDEND	Management	Unknown	For
3	APPROVE THE REMUNERATION COMMITTEE REPORT AS SET OUT IN THE ANNUAL REPORT FORTHE 53 WEEKS ENDED 31 DEC 2004	Management	Unknown	For
4	ELECT MR. S.A. KING AS A DIRECTOR	Management	Unknown	For
5	RE-ELECT PROFESSOR J.P. PERCY AS THE DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION	Management	Unknown	For
6	RE-ELECT MR. M.W. SELWAY AS THE DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH THE COMPANY S ARTICLES OF ASSOCIATION	Management	Unknown	For
7	RE-APPOINT ERNST & YOUNG LLP AS THE AUDITORS1	Management	Unknown	For
8	AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS	Management	Unknown	For
9	AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION 80 OF THE COMPANIES ACT 1985, TO ALLOT RELEVANT SECURITIES SECTION 80 UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 8,600,000; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 11 AUG 2006 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY	Management	Unknown	For
10	AUTHORIZE THE DIRECTORS, FOR THE PURPOSE OF SECTION 95 OF THE COMPANIES ACT 1985, TO ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY CONFERRED UPON THEM IN ACCORDANCE WITH SECTION 80 OF THE ACT, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES: A) IN CONNECTION WITH A RIGHTS ISSUE IN FAVOR OF ORDINARY SHAREHOLDERS; B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 1,290,000; AUTHO...1	Management	Unknown	For
11	AUTHORIZE THE COMPANY, PURSUANT TO SECTION 166 OF THE COMPANIES ACT 1985, TO MAKE MARKET PURCHASES SECTION 163 OF THE ACT OF UP TO GBP 2,580,000, BEING EQUAL TO APPROXIMATELY 10% OF THE PRESENT ISSUED ORDINARY SHARES CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF THE NOMINAL VALUE OF THAT SHARE AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE...	Management	Unknown	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: XP POWER PLC MEETING DATE: 04/20/2005
TICKER: --     SECURITY ID: G9827C108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT THEREON	Management	Unknown	For
2	DECLARE A FINAL DIVIDEND FOR THE YE 31 DEC 2004 OF 8P ORDINARY SHARE	Management	Unknown	For
3	RE-APPOINT MR. MIKE LAVER AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION	Management	Unknown	For
4	RE-APPOINT MR. DUNCAN PENNY AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION	Management	Unknown	For
5	RE-APPOINT MR. FRANK RENE AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION	Management	Unknown	For
6	RE-APPOINT MR. MICKEY LYNCH AS A DIRECTOR OF THE COMPANY, WHO RETIRES BY ROTATION	Management	Unknown	For
7	RE-APPOINT DELOITTE & TOUCHE LLP AS THE AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THIS AGM UNTIL THE CONCLUSION OF THE GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION1	Management	Unknown	For
8	APPROVE THAT THE REMUNERATION REPORT AS SET OUT IN THE COMPANY S ANNUAL REPORT ACCOUNTS FOR THE YE 31 DEC 2004	Management	Unknown	For
9	AUTHORIZE THE DIRECTORS, IN SUBSTITUTION FOR ALL EXISTING AUTHORITIES AND IN ACCORDANCE WITH SECTION 80 OF THE COMPANIES ACT 1985 THE ACT , TO ALLOT OR TO GRANT ANY RIGHT TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO, ANY RELEVANT SECURITIES SECTION 80 OF THE ACT IN THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,127; AUTHORITY EXPIRES ON 19 APR 2010 ; AND THE DIRECTORS MAY ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS I...	Management	Unknown	For
10	AUTHORIZE THE DIRECTORS, PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985, TOALLOT EQUITY SECURITIES SECTION 94 OF THE ACT FOR CASH, PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 9, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION WITH AN ISSUE OR OFFERING BY WAY OF RIGHTS IN FAVOUR OF HOLDERS OF EQUITY SECURITIES; AND B) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,352; AUTHORITY EXPIRE...1	Management	Unknown	For
11	AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION 166 OF THE ACT, TO MAKE MARKET PURCHASES SECTION 163(3) OF THE ACT OF UP TO 1,204,212 5.8% OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL ORDINARY SHARES OF 1P EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 1P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEX...1	Management	Unknown	For
1. Fidelity displays agenda items and descriptions, including the use of characters (such as page numbers, percentage and pound signs, ampersands and, in particular, asterisks and other footnote designations) as they are provided by the issuer and the vote processing agent. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.