N-PX 1 westwood.txt ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04719 --------------------------------------- The Gabelli Westwood Funds --------------------------------------------------------------- (Exact name of registrant as specified in charter) One Corporate Center Rye, NY 10580-1422 ------------------------------------------------------------ (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, NY 10580-1422 ------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 1-800-422-3554 -------------------------- Date of fiscal year end: September 30 -------------- Date of reporting period: July 1, 2003 - June 30, 2004 ---------------------------- Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507. PROXY VOTING RECORD FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 242,100 1 Elect Directors For For 1.1 Elect Director David H. Batchelder --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert A. Krane --- For 1.3 Elect Director Mark H. Rauenhorst --- For 1.4 Elect Director Bruce Rohde --- For 2 Ratify Auditors For For Shareholder Proposals 4 Genetically Modified Organisms (GMO) Against Against When evaluating proposals on the topic of genetically-modified foods, ISS considers the objective of the proposal - specifically whether the proposal is asking the company to label or phase-out genetically-modified foods or ingredients, or whether the proponent is asking the company to prepare a report on either the dangers of genetically-modified foods or the feasibility of labeling or phasing them out. We also consider the type of company that is being targeted, including whether or not the company is directly involved in the modification of agricultural products or whether the company is using genetically modified ingredients from vendors. In forming our opinion on these proposals, we consider consumer opinion, at home and abroad, regarding the safety of GE foods. We consider the fact that at this juncture, there are conflicting studies regarding possible harmful effects of ingesting food made with GE ingredients. We also take into consideration the fact that the FDA has not required separate labeling of genetically modified foods and does continue to review the safety of ingredients and products. Finally, we consider the practical issues related to the implementation of the proponent's request, and the potential impact on the company and its shareholders. In this case, the proponents are asking for a report on the company's policies regarding GE ingredients as well as any contingency plan for sourcing non-GE ingredients should the need arise. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that generating such a report could be time consuming and costly to the company without providing significant value to shareholders. Since the government bodies tasked with determining the health and safety of GE products have determined that GE ingredients are not significantly different from conventional products, certain raw materials have seen a tremendous growth
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- in the use of the GE products. This type of market saturation, combined with potential difficulties in determining a difference between engineered and conventional products with current testing procedures may result in inaccurate results. We further note that the company currently meets government standards with regard to food safety issues. Finally, we believe that planning alternatives for sourcing non-GE ingredients, should the situation require, would be based largely on speculation about future restrictions and legislation and may not be ultimately beneficial to the company or its shareholders. Based on the potential expenses and difficulty acquiring reliable results in testing GE ingredients, we do not feel this report would not be a beneficial use of shareholder assets. 5 Modify Current and Future Stock Against Against Option Plans 6 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. The company's pill has a 15 percent trigger threshold and does not include any of the aforementioned shareholder friendly features. In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 178,400 1 Elect Directors For For 2 Ratify Auditors For For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 78,303 1 Increase Authorized Common Stock For For The requested increase of 215,000,000 shares is below the allowable threshold of 354,750,000 shares. 10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 162,800 1 Amend Articles For For The purpose of this item is to facilitate the transactions described in Item 3. Furthermore, approval of this item is necessary in order to consummate the transactions described in Item 3. 2 Amend Articles For For Although this item has an antitakeover effect on Hughes during the first year after the completion of the transactions, shareholder approval is required in order to consummate the transactions described in Item 3. 3 Approve Hughes Split-Off For For Conclusion: Based on the market premium, the fairness opinions, the strategic rationale, the board's review of alternatives, and the potential strategic synergies, ISS believes that the transactions warrant shareholder support. 4 Approve GM/News Stock Sale For For 5 Approve News Stock Acquisition For For 6 Amend Articles For For This amendment to eliminate certain provisions relating to the GM Class H common stock appears to be administrative in nature given the fact that the GM Class H common stock will no longer exist as part of GM after completion of the transactions. 10/24/03 - A Harris Corp. *HRS* 413875105 08/29/03 35,000 1 Elect Directors For For 2 Ratify Auditors For For 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 67,200 *PG* 1 Elect Directors For For 1.1 Elect Director Norman R. Augustine --- For We recommend a vote FOR the directors. 1.2 Elect Director A.G. Lafley --- For 1.3 Elect Director Johnathan A. Rodgers --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director John F. Smith, Jr. --- For 1.5 Elect Director Margaret C. Whitman --- For 2 Ratify Auditors For For 3 Approve Non-Employee Director For Against Omnibus Stock Plan Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.96 percent is above the allowable cap for this company of 5.20 percent. Shareholder Proposals 4 Declassify the Board of Directors Against For 5 Label Genetically Engineered Foods Against Against Given that the labeling of GE inputs at all stages of the supply chain could prove difficult and costly to the company, we cannot support this shareholder proposal at this time.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 69,200 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 5.71 percent is within the allowable cap for this company of 9.52 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 240,587 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 10.14 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 69,100 *BSC* 1 Elect Directors For For 1.1 Elect Director James E. Cayne --- For We recommend a vote FOR the directors. 1.2 Elect Director Carl D. Glickman --- For 1.3 Elect Director Alan C. Greenberg --- For 1.4 Elect Director Donald J. Harrington --- For 1.5 Elect Director William L. Mack --- For 1.6 Elect Director Frank T. Nickell --- For 1.7 Elect Director Paul A. Novelly --- For 1.8 Elect Director Frederic V. Salerno --- For 1.9 Elect Director Alan D. Schwartz --- For 1.10 Elect Director Warren J. Spector --- For 1.11 Elect Director Vincent Tese --- For 2 Amend the Capital Accumulation Plan For Against for Senior Managing Directors ISS evaluates proposed amendments that lengthen the term of the plan based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of this plan was established by valuing the company's options and awards under all existing plans that are available for future issuance (B shares), and granted but unexercised (C shares). Moreover, the CAP plan provides preferential dividends in the form of CAP units, which are much more costly than regular dividends. The value of the company's B and C shares is 30.55 percent, which is above the allowable cap for this company of 12.66 percent. 3 Amend Stock Option Plan For Against V. Vote Recommendation Bear Stearns has various stock compensation plans aimed to increase the emphasis on stock-based incentive compensation and align the compensation of key employees with
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- the long-term interests of shareholders. Specifically, the company has the capital accumulation plan (CAP), restricted stock unit plan and stock award plan for key employees. Bear Stearns believes that the company is reasonable in its compensation for employees in that employees received lower cash compensation for higher levels of equity awards in the form of CAP units, restricted stock units and stock options. Since the company provides annual grants of stock units and stock options, the company intends to offset the potentially dilutive impact of such annual grants by purchasing stock in the open market. Furthermore, the board of directors also approved an amendment to the stock repurchase program to allow the company to purchase up to $1.0 billion of common stock in fiscal 2003 and beyond. The company purchased under the current and prior authorizations a total of 11,003,455 shares during the fiscal year ended November 30, 2003. Since the stock repurchase program offsets the voting power dilution, ISS reduced the entire voting power dilution to zero. However, ISS focuses on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, ISS recommends voting AGAINST the plans due to the excessive costs. 4 Approve Restricted Stock Plan For Against VI. Vote Recommendation Bear Stearns has various stock compensation plans aimed to increase the emphasis on stock-based incentive compensation and align the compensation of key employees with the long-term interests of shareholders. Specifically, the company has the capital accumulation plan (CAP), restricted stock unit plan and stock award plan for key employees. Bear Stearns believes that the company is reasonable in its compensation for employees in that employees received lower cash compensation for higher levels of equity awards in the form of CAP units, restricted stock units and stock options. Since the company provides annual grants of stock units and stock options, the company intends to offset the potentially dilutive impact of such annual grants by purchasing stock in the open market. Furthermore, the board of directors also approved an amendment to the stock repurchase program to allow the company to purchase up to $1.0 billion of common stock in fiscal 2003 and beyond. The company purchased under the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- current and prior authorizations a total of 11,003,455 shares during the fiscal year ended November 30, 2003. Since the stock repurchase program offsets the voting power dilution, ISS reduced the entire voting power dilution to zero. However, ISS focuses on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, ISS recommends voting AGAINST the plans due to the excessive costs. 5 Ratify Auditors For For 03/19/04 - S The St. Paul Travelers 792860108 02/06/04 73,300 Companies, Inc. *STA* 1 Issue Shares in Connection with a For For Merger Agreement ISS Conclusion: Based on the fairness opinion valuation work, the relative reasonableness of the estimated potential strategic synergies, and the overall general improvement in corporate governance structures pursuant to the proposed charter and bylaws amendments (described below), we believe the share issuance in connection with the proposed merger warrants St. Paul shareholder support. 2 Amend Bylaws For For ISS Conclusion: In general, the proposed bylaw amendments will strengthen the corporate governance infrastructure at the combined firm and therefore deserve St. Paul shareholders' support. 3 Amend Articles For For ISS Conclusion: Because the requested increase of 1,265,000,000 shares is below the allowable threshold of 1,296,000,000 shares, and because the other proposed charter amendments are, for now, inoffensive from a corporate governance perspective and facilitate the post-merger transition, we believe they deserve shareholder support. 4 Reduce Supermajority Vote For For Requirement ISS Conclusion: ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. Therefore, this proposal deserves shareholder support.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 154,700 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J.P. Belda --- For 1.2 Elect Director Carlos Ghosn --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.27 percent is within the allowable cap for this company of 6.52 percent. Additionally, this plan expressly forbids repricing. 3 Report on Pay Disparity Against Against ShrHoldr Based on our concerns regarding the utility of the proposed report, and the independence of the company's compensation committee, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 4 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.00 times the sum of an executive's base salary and bonus is lower than the standard threshold level of 2.99 times of base salary and bonus of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, Alcoa's board of directors has adopted a policy to require shareholder approval of future severance agreements if such agreements would result in a payment excess of 2.99 times the salary and bonus of the executive based on the 2003 annual shareholder meeting. Therefore, ISS finds the proposal in this case overly restrictive and recommends voting AGAINST it. 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 49,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women ISS believes that decisions on the type of warnings associated with tobacco products are generally better left to public health authorities, who can institute a standardized labeling format based on the latest
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- research regarding disease causation in smokers, addiction, and exposure to passive smoke. This will ensure that any warnings are accurate as well as applicable to all industry participants. In certain cases, voluntary warnings beyond those mandated by law might be misleading to consumers or hurt the company's competitiveness. As for future legal liability, the Master Settlement Agreement between tobacco companies and numerous states required firms to supply a variety of information to the public. In addition to required disclosure, some tobacco companies have taken steps in recent years to generally improve educational disclosures regarding the risks related to tobacco products, and Altria in particular has significantly enhanced its disclosure in the past two years. The tobacco subsidiaries of Altria posts health-related data on their websites, some of this information specifically regarding the risks of smoking to pregnant women. We believe that the level of disclosure currently provided by the company is appropriate, and agree that increased information specifically directed towards pregnant women would be better addressed by public health agencies. As such we do not recommend shareholder support for this proposal. 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters When evaluating proposals on the topic of tobacco and its related components, ISS considers the objective of the proposal ' specifically whether the proposal is asking the company to report on the health risks associated with a product or if it is asking for a certain action associated with the components. In this case, the proponents are asking for the company to form a panel of outside experts to evaluate and report on the risks associated with cigarette filters. ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In this case, we agree with the company that public healthcare organizations are better placed to evaluate the risks associated with cigarette filters. Further, ISS notes that the structure of this proposal calls for the formation of an independent panel of experts and subsequent report that could be costly to the company. As such, we do not recommend shareholder support for this proposal.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 5 Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Altria, we note that the company follows all federal, state and local laws regarding contributions to political candidates or organizations. Additionally, the company utilizes a formal review process to ensure legal compliance, and evaluate the business affects of their political contributions. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing In light of the potentially negative impact on the company's earnings, we believe that this issue is one that that could potentially have a significant impact on the company and other tobacco companies, and therefore warrants close attention by the company's board of directors. That said, ISS notes that the company has provided information addressing this topic on its website and has supported increased regulation domestically and internationally on the issue. Moreover, ISS agrees with the company that public health and regulatory organizations are best able to address these issues. This approach to the shareholder's concerns would provide appropriate, accurate information to the public by regulation across the industry as opposed to requiring that an action taken by a single company, potentially placing it at a competitive disadvantage. Therefore, we recommend that shareholders vote against this proposal. 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging As noted in discussions of the other proposals at Altria, ISS believes that issues regarding increased warnings on the health risks associated with cigarettes are generally better addressed by public health agencies rather than individual companies. Unilaterally adopting new packaging policies could negatively affect the company's competitive
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- advantage, and may not provide the information in a way that is understood or acceptable to all markets. Therefore, ISS recommends that shareholders vote against this proposal. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 103,800 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 Elect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 134,506 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against For ShrHoldr In this case, Apache provides some disclosure on environmental topics in certain sections of the company's web site. However, ISS notes that this information is generally broad in scope and does not discuss company performance in significant detail. Further, while we commend the company for its programs to address greenhouse gas emissions abroad and commitments to future activities and transparency initiatives domestically, we note that current communication of these policies and programs is not as comprehensive as some companies in the industry. Therefore, while ISS does not believe that the creation of a separate committee is necessary per se, company policies on this issue and publicizing the findings in a report would be in line with the company's commitment to long-term environmental stewardship and in the best long-term interests of shareholders. As such, we recommend a vote for this proposal.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 123,300 1 Elect Directors For For Mgmt 1.1 Elect Director William V. Campbell --- For We recommend a vote FOR the directors. 1.2 Elect Director Millard S. Drexler --- For 1.3 Elect Director Albert A. Gore, Jr. --- For 1.4 Elect Director Steven P. Jobs --- For 1.5 Elect Director Arthur D. Levinson --- For 1.6 Elect Director Jerome B. York --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/20/04 - A Aqua America, Inc. *WTR* 03836W103 03/29/04 132,975 1 Elect Directors For For Mgmt 1.1 Elect Director Richard L. Smoot --- For 1.2 Elect Director William P. Hankowsky --- For 1.3 Elect Director John E. Menario --- For 2 Increase Authorized Common Stock For Against Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.37 percent is within the allowable cap for this company of 5.41 percent. 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 69,200 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For We recommend a vote FOR the directors. 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The Bank of America engages and donates to causes that management believes strengthen the communities in which the company operates and ultimately benefit the company. Further, the corporate donations and voluntary employee contributions through the Bank of America Foundation help to improve the company's image as a good social citizen and assist the company in maintaining a strong CRA score. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In its defense, the board points to its recent efforts to ensure the integrity of its mutual fund operations, under the board's oversight, and in particular that of its independent audit committee. According to the board, the provisions of the settlements with the New York Attorney General and the SEC and the pledges that the corporation has previously made go well beyond the scope of the proposal. The company argues that it has retained various outside experts to
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- assist it in developing a plan to improve mutual fund governance, organizational structure and technology as follows: -The company engaged Dale Frey, the retired president and chairman of General Electric Investment Corp., as a special advisor to lead an independent review of the company's mutual fund policies and practices. -The company also retained Maureen Scannell Bateman, the former general counsel of State Street Corporation and U.S. Trust, to conduct a complete legal and regulatory compliance review of the company's mutual fund business. -The company engaged Promontory Financial Group to coordinate a detailed review of all technology, control, and compliance systems related to the mutual fund business, including all systems relating to sales, clearing, and derivative and brokerage operations. The independent review is expected to result in recommendations to ensure the mutual fund business is conducted in the best interest of fund shareholders. As part of the settlements, the company indicates that it has committed to create best-in-class governance policies for the Nations Funds board, including such criteria as independence and tenure, and to hire a full-time senior officer supporting and reporting exclusively to the board to monitor compliance and to oversee the reasonableness of the mutual fund advisory fees. Furthermore, the settlements will contain additional provisions regarding the implementation of enhanced compliance measures for the company's mutual fund practices. Background Since the initiation of the mutual fund investigation by the NYAG in Sept. 2003, the company has been cooperating with the authorities and is expected to finalize its settlement with the SEC and NYAG. On March 15, 2004, Bank of America announced agreements in principle with both the NYAG and the SEC over matters related to late-day trading and market timing. According to a SEC press release, Bank of America has agreed to pay a total of $375 million, consisting of $250 million in disgorgement and $125 million in penalties. The money will be distributed to the mutual funds and their shareholders that were harmed as a result of market timing in Nations Funds and other mutual funds through Bank of America. The agreement with the Attorney General also stipulated that eight members of the board of directors of Nations Funds, Bank of America's mutual fund complex, will resign or otherwise leave the board in the course of the next year. Furthermore, Bank of America has represented that it will exit the securities clearing business by the end of the year. ISS Analysis The shareholder proposal calls for direct
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- board involvement by establishing a special committee and for enhanced disclosure on the company's efforts regarding the mutual fund allegations. We have evaluated the board's involvement in this process as well as the existing disclosure. Since the shareholder proposal was filed, the company has devoted significant resources to address the allegations regarding its mutual fund practices. Subsequent to the inquiry in September 2003, Nations Funds' board hired an independent firm to evaluate whether there was any monetary impact to any funds in which the adviser to the fund permitted a discretionary market-timing agreement and launched an evaluation of fund management practices. Furthermore, in October 2003, the company engaged Promontory Financial Group for a detailed review of all systems related to sales, clearing, derivative and brokerage operations, which will be coordinated by Mr. Dale Frey, special advisor to Ken Lewis. Also, the company retained Maureen Scannell Bateman, the former general counsel of State Street Corporation and of U.S Trust, to conduct a complete legal and regulatory compliance review of the company's mutual fund business. Bank of America has also taken the following steps to deter future improper practice: Worked with Nations Fund board of trustees to set best-in-class standards for mutual funds' fees, charges and related corporate governance practices. Enhanced audit reviews, compliance oversight and the overall risk management framework. Enhanced technology and operations process controls and increased monitoring for unusual mutual funds trading activity Revised the Code of Ethics to include guidelines for practices in the mutual fund business and for share trading policy to prohibit late trading and market timing In discussions held with ISS, the company indicated that Mr. Frey (who coordinates the independent review) receives weekly updates from Promontory Financial Group and the independent consultant, and periodically updates the CEO. Members of senior management regularly update the board's Audit Committee, which deals primarily with control issues. The independent consultants work closely with an internal project team, which already implements certain remediation actions. While the company has devoted substantial resources to this process, it is not directly conducted under the supervision of the board. With respect to disclosure, the company is in the process of finalizing the settlement agreement, therefore significant disclosure is expected once the settlement is final. In addition, in connection with the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- settlement, a formal report of the outside consultant with findings and remediation actions will be submitted to the SEC and banking regulators. But while the settlements re+ 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 52,200 1 Approve Merger Agreement For For Mgmt Conclusion: Bank One shareholders will own approximately 42 percent of the company and management control will shift to Mr. Dimon on the second anniversary of the merger close. The board composition will be split equally. J.P. Morgan determined that board participation at this level for Bank One was a condition to the deal. Bank One shareholders may have given up a low premium in exchange for the board representation and management succession with Mr. Dimon. However, considering Bank One's equity ownership in the combined entity relative to its contribution to earnings along with the strategic importance of the deal to both firms and the potential cost savings, the tradeoff appears balanced. In aggregate, the deal presents a compelling case for both J.P. Morgan and Bank One shareholders due to the strategic benefits of the transactions, improved competitive position, cost synergies and the possibility of additional revenue opportunities. We recommend in favor of the transaction. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 103,800 1 Elect Directors For Split Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 65,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy Poison pills are unique among takeover defenses in that they may be approved by boards without shareholder approval. Enhancing this power is the fact that a number of states have passed poison pill endorsement legislation that removes courts from the position of challenging abusive pills. However, the degree to which a rights plan may promote or diminish shareholder value clearly depends on
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- circumstances specific to the individual company. Given their potential role in determining the future of a company, ISS believes shareholders should have the right to vote on all new pills and any material changes to old pills. ISS advocates supporting proposals requesting boards to either submit their pills to a shareholder vote or redeem them. Given that the company currently does not maintain a poison pill, approval of this item enhances shareholders' rights by establishing a clear process to submit poison pills to a shareholder vote. As such we believe this item warrants shareholder support. 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.87 percent is within the allowable cap for this company of 5.89 percent. Additionally, this plan expressly forbids repricing. 5 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic ISS generally supports proposals for increased disclosure that promote good corporate citizenship while enhancing long-term shareholder value. For proposals related to HIV/AIDS reporting, we evaluate the scope of the company's operations in these markets, the company's current initiatives in developing countries to help address this healthcare crisis, and the nature of the company's existing healthcare policies including healthcare access and benefits to local workers. In this case, we note that Chevron Texaco provides information on its policies and programs related to HIV/AIDS and other infectious diseases in its Corporate Responsibility report on the company website. Additionally, the company currently has healthcare plans that improve accessibility to treatment for employees in Africa. We further note that the company has engaged several local and international organizations in efforts to help address the concerns associated with this health care crisis. Therefore, while ISS acknowledges that the scope of Chevron Texaco's operations in markets affected by the HIV/AIDS, TB, and malaria pandemic is substantial and deserves shareholder concern, we believe that the company has taken steps to actively address the concern and report to shareholders on these initiatives. These actions and the subsequent disclosure are comparable to industry norms and assist in maintaining ongoing corporate awareness of the impact of this healthcare crisis on operations in certain emerging markets. Therefore, we do not recommend shareholder support for the resolution at
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 12
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- this time. 6 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chevron Texaco, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, shareholders can request further information on the company's political contributions and donations from the company or gather the information from certain government or privately managed websites. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In the view of many shareholders, the current director election system simply creates self-perpetuating boards: incumbent members select nominees to fill vacancies and decide whether to renominate themselves. Thus, shareholders effectively have no meaningful choice among candidates, and the election process becomes mere ratification of the company's slate of nominees. Withholding votes from a board member can serve as a shareholder communication tool to express displeasure with a given director. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected. Under current proxy rules, only candidates nominated by the board can appear in the company's proxy statement. A shareholder could technically nominate a candidate from the floor of the annual meeting, but, since most investors vote by mail, he is unlikely to succeed. Although some companies' bylaws outline procedures for shareholders to suggest possible candidates to board nominating panels, few of these individuals actually make it to the ballots as nominees. Instead, shareholders wishing to nominate an alternative slate of candidates to run against
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 13
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- management's must go through an expensive and time-consuming proxy solicitation process of their own (i.e., a proxy contest). In October 2003, the SEC proposed new proxy rules to give significant, long-term shareholders greater ability to include their director nominees in management's proxy statement. A final rule is expected in 2004. The proposal entails a two-step, two-year process. In the first year, one of two triggering events must occur, demonstrating shareholder dissatisfaction with a company's proxy process: (1) one or more directors at a company receive withhold votes of 35 percent or more of the votes cast or (2) a shareholder proposal asking for open access, which is submitted by holders of at least one percent of the shares (owned for at least one year), is approved by a majority of the votes cast. If one of these conditions is met, then for the following two years, the company would be required to include in its proxy materials one or more board nominees proposed by holders of at least five percent of the shares (owned for at least two years). The number of shareholder nominees permitted would be dictated by the size of the board: one nominee for boards of eight or fewer directors, two nominees for boards of nine to 19 directors, and three nominees for boards having 20 or more directors. In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador ISS generally supports proposals for increased disclosure that promote good corporate citizenship while enhancing long-term shareholder value. Increased transparency can better inform
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 14
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- shareholders on the potential risks and opportunities associated with their investment. Specifically, this proposal calls for a report on new initiatives taken by ChevronTexaco regarding issues of concern in Ecuador. Therefore, when considering this matter, ISS must look at the value of the report along with the potential costs and operational impact that the associated actions may have on the company. In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger) operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, ChevronTexaco has no ownership interest in the current oil operations in this region and the government of Ecuador released the company from further obligation or liability on the issue. Considering these factors, ISS believes that the company's current level of disclosure on this matter is appropriate and that any further action on the matter is best left to the legal system in Ecuador. As such, we do not recommend shareholder support for this proposal. 9 Report on Renewable Energy Against Against ShrHoldr ISS generally supports disclosure reports that seek to provide additional information to shareholders, particularly when it appears that companies have not adequately addressed shareholders' concerns. Specifically, when considering proposals for a report on renewable energy sources, ISS looks for the existence and content of current environmental reports relative to the topic, and the degree to which the topic plays an integral part in the company's line of business. In this case, ISS notes that the company has taken several recent steps to invest in renewable energy, undertake initiatives to develop cleaner technologies and communicate these initiatives to the public. The company provides information on these topics, in some detail, in its Corporate Responsibility Report, in press releases, and in certain sections of the corporate website. ISS believes
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 15
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- that these initiatives and the associated disclosure represent an effort on ChevronTexaco's behalf to address issues related to the potential impact that renewable energy sources may have on the company. Therefore, while the company does not specifically address every aspect of the proponent's resolution; ISS believes that the current level of disclosure is comparable to other companies in the industry and suggests that ChevronTexaco is actively evaluating options and establishing policies related to renewable energy sources. As such, we do not recommend shareholder support for the resolution at this time. 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 112,933 1 Elect Directors For For Mgmt 1.1 Elect Director C. Michael Armstrong --- For We recommend a vote FOR the directors. 1.2 Elect Director Alain J.P. Belda --- For 1.3 Elect Director George David --- For 1.4 Elect Director Kenneth T. Derr --- For 1.5 Elect Director John M. Deutch --- For 1.6 Elect Director Roberto Hernandez Ramirez --- For 1.7 Elect Director Ann Dibble Jordan --- For 1.8 Elect Director Dudley C. Mecum --- For 1.9 Elect Director Richard D. Parsons --- For 1.10 Elect Director Andrall E. Pearson --- For 1.11 Elect Director Charles Prince --- For 1.12 Elect Director Robert E. Rubin --- For 1.13 Elect Director Franklin A. Thomas --- For 1.14 Elect Director Sanford I. Weill --- For 1.15 Elect Director Robert B. Willumstad --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr ISS feels that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, this item does not warrant shareholder approval. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions,
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 16
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- and company policies and additional disclosure on such contributions. In the case of Citigroup, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr ISS supports the concept of separating the positions of chairman and CEO when a company does not have the countervailing governance structure as described above. In the case of Citigroup, the company has independent key committees, established governance guidelines, and a lead director with clearly defined duties. Additionally, the company has committed to creating and maintaining a 2/3 independent board by its next annual election. As such, ISS does not believe that this proposal warrants shareholder support. 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 63,100 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 17
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 80,300 1 Elect Directors For For Mgmt 1.1 Elect Director David L. Boren --- For 1.2 Elect Director James E. Copeland, Jr. --- For 1.3 Elect Director Kenneth M. Duberstein --- For 1.4 Elect Director Ruth R. Harkin --- For 1.5 Elect Director William R. Rhodes --- For 1.6 Elect Director J. Stapleton Roy --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.42 percent is within the allowable cap for this company of 6.99 percent. Additionally, this plan expressly forbids repricing. 4 Limit Executive Compensation Against Against ShrHoldr ISS believes that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. As such, this item does not warrant shareholder approval. 5 Limit Executive Compensation Against Against ShrHoldr While ISS understands the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 18
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- In this case, ISS notes that ConocoPhillips does not stand out amongst its peers or competitors as having significant problems with its environmental performance. Moreover, the company does provide some disclosure into its operations in Alaska and environmental policies in general. Finally, since the company does not currently have operations or plans to develop operations in the ANWR, ISS agrees with the company about the hypothetical or speculative nature of the report called for in this proposal. Therefore, ISS recommends that shareholders vote against this resolution. 05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 84,000 1 Elect Directors For For Mgmt 1.1 Elect Director Alan J. Bernon --- For We recommend a vote FOR the directors. 1.2 Elect Director Gregg L. Engles --- For 1.3 Elect Director Joseph S. Hardin, Jr. --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director John S. Llewellyn, Jr. --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 121,100 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 19
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- Government ISS recognizes that companies can benefit from the knowledge and expertise of former government workers. These employees may be intimately familiar with the internal processes of government procurement and decision-making. The knowledge of such employees can add real value to a company's operations. ISS shares in the proponent's concern for potential conflicts of interest at such companies, but in this case, the company states that it has specific policies in place to avoid such conflicts of interest. Moreover, the production of such a report annually could be costly without providing substantial benefit to shareholders. Given these factors, we see no reason to support this request. 4 Adopt and Report on a Code of Against Against ShrHoldr Corporate Conduct In the case of Dupont, the company has already committed itself to a code of conduct that upholds a number of the core ILO standards, including prohibitions on child labor, involuntary servitude/forced labor, nondiscrimination, and freedom of association ' although we acknowledge that the company's existing code does not specifically reference the right to collective bargaining. However, it appears that the company's code is in line with the codes of similar companies. Dupont has endorsed the Global Compact and supports the GRI, representing active consideration of human and labor rights issues as well as sustainable development in the communities where the company operates. Also, while the proponent has cited certain labor disputes in Dupont's operations in the United States, ISS does not believe that these incidents show the type of systematic disregard to workplace human rights that would merit a substantial amendment to the company's current policies. Therefore, the fact that the company already has policies in place that substantially address many of the principles outlined in the ILO conventions, and lacking evidence to suggest systematic failure to comply with these policies, we do not believe that support of this proposal is warranted at this time. 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. Taking into account the activities of the Compensation Committee regarding the setting and monitoring of the executive compensation, we agree
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 20
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- with the company that the proposed report would duplicate the Compensation Committee's ongoing work to review, evaluate, and modify the company's executive compensation policy and programs. As such, we see no reason to support this proposal. 04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 50,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.59 percent is within the allowable cap for this company of 9.66 percent. 3 Ratify Auditors For For Mgmt 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 140,900 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For We recommend a vote FOR the directors. 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan V. Vote Recommendation The total cost of the company's plans of 3.64 percent is within the allowable cap for this company of 5.32 percent. 4 Affirm Political Nonpartisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is necessary. 5 Report on Political Against Against ShrHoldr Contributions/Activities
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 21
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. As previously noted, in the case of Exxon Mobil, the company complies with federal, state and local laws regarding contributions to political candidates or organizations as well as those laws that apply to similar contributions in Canada. Further, the scope of the reports requested in this proposal may not be substantially different from information currently available through public sources. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 6 Report on Equatorial Guinea Against Against ShrHoldr In this case, the proposal asks for detailed disclosure on Exxon Mobil's operations in Equatorial Guinea as well as a public response to allegations made by a nationally aired television program. While ISS advocates transparency into company operations that increases shareholder understanding of the risks and opportunities placed on the company, the benefit of such disclosures must be considered as a factor of cost and burden on the company as well as the potential benefit that can be derived by shareholders from the information. Exxon Mobil discusses information in some detail in press releases, corporate reports, and other sections of the company's website. The discussion of this topic includes information explaining the royalties and tax payments that are made to Equatorial Guinea, financial support for social programs in that company, and the general logic behind the structure of the company's Production Sharing Contract with the government. While these disclosures do not directly respond to each aspect of the proposal, we do believe that they substantially address the issue at hand, providing shareholders with adequate information to assess the risks related to the company's operations in Equatorial Guinea and the company's policies and procedures in place to mitigate such risks. As such we do not recommend shareholder support for this resolution. 7 Separate Chairman and CEO Positions Against Against ShrHoldr ExxonMobil has the following governance structure in place: executive sessions of its non-employee directors currently chaired by the chair of the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 22
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- Compensation Committee or the Board Affairs Committee; a board composed of two-thirds independent directors; all-independent key committees; review of CEO performance by the independent directors at board and committee meetings and during executive sessions, which consists solely of independent directors; and established governance guidelines. The chair of the Board Affairs Committee and the chair of the Compensation Committee preside at the executive sessions on an alternating basis, depending on the agenda. The chair of the Board Affairs Committee presides over sessions discussing corporate governance and the chair of the Compensation Committee presides over sessions regarding performance evaluation and compensation of the CEO and CEO succession planning. However, the company does not have a designated lead director with more expansive duties than those set out for the committee chairman (such as approving the board's agenda; ensuring the flow of information to the outside directors and shareholders; and board evaluation). As noted above, ISS refrains from making a vote recommendation on this agenda item. 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Against ShrHoldr by Race and Gender Given the scope of the proposal, the company's current compensation practices, and the company's apparent commitment to and disclosure of racial and gender diversity, we do not believe that shareholder support of the requested report is warranted. 10 Amend EEO Statement to Include Against For ShrHoldr Reference to Sexual Orientation ISS generally believes that companies should have policies in place to prevent workplace discrimination, as instances of discrimination can be costly to companies in the form of high turnover, fines, and litigation. Workplace discrimination can result in real costs to corporations, and therefore can impact
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 23
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- shareholder value. Studies have indicated that workforce diversity strategies can have a positive impact on company performance through enhanced corporate performance, reduced turnover, increased job satisfaction and employee morale, decreased vulnerability to legal challenges, and enhanced reputation. In light of potential costs and legal implications arising from discrimination, the high number of companies with policies referencing sexual orientation, and the low costs involved in amending EEO policies, ISS believes that requests to amend EEO policies to specifically reference sexual orientation are generally supportable, unless a company can demonstrate that the change would result in significant costs to the company. In this case, we note that the company has had substantial controversy surrounding its adoption of its current EEO policy over the policies of its predecessor, Mobil. Exxon Mobil does have existing programs and policies that demonstrate the company's stance on discrimination on the basis of sexual orientation, but those policies have failed to alleviate the negative publicity and controversy surrounding this issue. Furthermore, the company has not identified any resulting costs to the company of including such a reference in its EEO policy. A significant number of the company's peers do include such language in their EEO statements. By not referencing sexual orientation in the post-merger company's EEO statement, it appears that the company has created unnecessary controversy. While we recognize that the company has gone to great lengths to discuss its existing prohibition on discrimination on the basis of sexual orientation in certain company publications, it would appear that the enduring controversy could be easily resolved by adding that language back into its EEO statement. Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 24
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- support for this resolution. 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 169,600 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone --- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt We support the addition of revenue growth rate to the pool of performance measures applicable to long-term performance awards. We also applaud the company's decision to shift a substantial portion of its executive grants to restricted stock units and performance based awards. Such practice should reduce dilution and provide effective incentives for superior performers who remain with the company during periods of stock market fluctuations in which stock options may have no realizable value. In addition, restricted stock units and long-term performance awards more closely align executives' interests with investors' long term interests as these awards are paid out only to executives who remain with the company for extended periods. 4 Provide for Cumulative Voting Against Against ShrHoldr
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 25
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- In the case of General Electric, the company has an annually-elected board comprising a majority of independent directors; its Nominating and Corporate Governance Committee consists of only independent directors; the company grants shareholders confidential voting and the right to call a special meeting; the board does not have the sole right to change the size of the board beyond a stated range that has been approved by shareholders; the company has a published statement of corporate governance guidelines, including a description of the process by which a shareholder may submit a director nominee; and the company does not have either a dual-class structure or dead-hand poison pill. GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index for one-year shareholder returns. However, GE underperformed these indexes for three-year shareholder returns. For five-year shareholder returns, GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index. In this case, the company meets our corporate governance criteria. Although the company does not fully meet the performance criteria, the company has taken significant steps to improve its corporate governance provisions, especially relating to board reforms and shareholder friendly compensation strategies for officers and directors (see Items 3 and 16). Given that the company: (1) meets our corporate governance criteria and (2) has voluntarily taken steps to improve its corporate governance through policy changes regarding board structure, composition, and responsibilities and executive and director compensation, the proposal does not warrant shareholder support. 5 Eliminate Animal Testing Against Against ShrHoldr When evaluating proposals on animal testing policies, ISS considers the nature of the product and the degree to which live animal testing is necessary or federally mandated. Additionally, we look at the feasibility and availability of alternative methods. Finally, ISS will evaluate industry practices to determine if animal testing is common at competitors and peer companies in similar circumstances. In this case, GE has developed a policy that calls for utilizing live animal testing to the least extent possible, provided it complies with regulation and does not effect the analysis of treatment effectiveness or employee and consumer safety. Additionally, in some cases alternative methods of testing may be not feasible or fail to meet criteria
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 26
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- established by the government. As such, ISS does not recommend shareholder support for the resolution at this time. 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr When considering proposals that request a risk assessment and adoption of new policies regarding the company's nuclear operations, ISS takes into account several factors, including the regulatory framework that the company's operations are subject to and the company's existing disclosure on security and waste management policies and procedures. While the proponents' concerns with the company's on-site storage of nuclear waste is understandable given the state of current events, we note that the nuclear power industry is heavily regulated by the NRC and subject to restrictions and policies introduced by the Office of Homeland Security. In 2002, the NRC completed a comprehensive review of its requirements for nuclear power plants, including the storage of nuclear waste and materials and, as a result, issued new required security measures. In this case, GE operates a spent fuel storage depository; however, the main focus of this resolution is directed at the company's design, manufacturing, and sales of reactors. Based on the tight regulation of the nuclear power industry by the NRC and the fact that GE's operations in the nuclear power industry are primarily in equipment design, sales, and service; not facility operations, we do not believe that this report would provide enough meaningful information to shareholders to justify the time and assets necessary to prepare this report. 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Against ShrHoldr ISS generally supports proposals that call for increased disclosure on matters of importance to shareholders. Such transparency can assist shareholders in better evaluating the business risks associated with their investment. However, the benefits derived from this disclosure must be weighed against the cost and burden of preparing the information and the potential impacts that the disclosure may have on company strategy or operations. When evaluating proposals to review and report on outsourcing or off-shoring, ISS looks at the nature and scope of operations that a company is opting to outsource as well as potential risks and benefits associated with such a policy. Additionally, we consider industry norms with regards to the type and number of positions that are outsourced. Finally, we consider the degree to which publishing a detailed
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 27
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- report on company outsourcing policies may provide strategic insight to competitors while not disclosing substantial, useful information to shareholders. In this case we note that GE does outsource some service and technical positions to foreign markets where the company has determined that cost savings would ultimately benefit the company and increase shareholder value. Further we note that several of the company's peers and competitors have outsourced similar jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 9 Prepare Sustainability Report Against Against ShrHoldr ISS generally supports proposals that seek additional disclosure, as shareholders should be provided with sufficient information in key business areas to fully assess the risks associated with their investment. When evaluating resolutions calling for a sustainability report, ISS reviews the current reporting policies of the company as they relate to sustainability issues. Specifically, we examine the existence and substance of an EHS or similar report, code of corporate conduct, and diversity or equal opportunity data, or a consolidated sustainability report based on a widely accepted standard such as the GRI. In this case, ISS notes that GE currently has significant discussion of many sustainability issues on the company website. This disclosure includes an EHS report, diversity information, the GE Integrity Policy, and information on community involvement and philanthropic initiatives. Moreover, the company has committed to publishing a consolidated report on issues regarding environmental performance, social initiatives, economic achievement, and corporate citizenship in 2004. Therefore, while we will continue to monitor the scope and level of disclosure at GE, we believe that the company has substantially addressed many of the issues noted by the proponent. As such, we do not recommend support for the proposal at this time. 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors Given that: (1) the company already has a policy in place requiring that all key board committee members be independent and (2) the company's Management Development and Compensation Committee is currently fully independent by NYSE, Council of Institutional Investors, and ISS definitions, we do not
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 28
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- believe this item warrants shareholder support. 11 Report on Pay Disparity Against Against ShrHoldr In the case of this proposal, we note that the proponent is specifically asking for a comparison of the compensation of the company's top executives with that of its lowest compensated workers on a nationwide basis and a report on any recommendations regarding changing the current level of executive pay. Though the disparity between the pay levels of entry-level and executive employees has undoubtedly grown at many U.S. companies over the past few decades, we note that it is unlikely that the requested report would produce a meaningful gauge for shareholders of whether GE's compensation policies and pay levels are appropriate and effective for employees at the senior executive level. While we understand the proponent's concerns with escalating CEO pay, we note that GE's compensation committee is composed entirely of independent directors. Based on our concerns regarding the utility of the proposed report and the independence of the company's compensation committee, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 12 Limit Awards to Executives Against Against ShrHoldr In light of the recent measures taken by the company to make its executive and director equity compensation practices more shareholder friendly (see Items 3 and 16), we believe that the proponent's request of a cessation of all executive stock option programs and bonus programs is unreasonable. 13 Limit Board Service for Other Against For ShrHoldr Companies In view of the increased demands placed on board members, directors who are overextended may be jeopardizing their ability to serve as effective representatives of shareholders. Even if a person were retired and devoted himself full time to directorships, based on a full-time work schedule (1,920 hours per year) and the estimated hours of board service (300 per year), an individual could not reasonably be expected to serve on more than six boards. In view of this, ISS recommends that shareholders withhold votes from directors who sit on more than six public company boards. Service on boards of subsidiary companies, private companies, or non-profit organizations will be excluded. If a
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 29
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- director sits on several mutual fund boards within the same fund family, it will count as one board. We note that the company's policy is substantially similar to the proponent's request. With regard to fully retired directors, the proponent is requesting that board service be limited to a total of five directorships. Although the company's policy does not address whether a director is retired or not, it also allows for a total of five directorships as long as the director in question does not serve as a CEO or in an equivalent position. The proponent is also requesting that board service for the company's non-retired directors be limited to a total of three directorships while the company places a three board limit on directors who serve as CEOs or in equivalent positions. Thus, one of the differences between the proponent's request and the company's policy lies in the treatment of non-retired directors. In the case of non-retired directors, the proponent advocates a total of three directorships while the company currently provides for a limit of five directorships, making the proponent's request slightly more stringent than the company's current policy. Another significant difference between the proponent's request and the company's policy lies in the enforcement mechanisms. While the company may bypass the aforementioned limits with respect to current directors, the proponent's request would not give the company such leeway. In fact, it would require an advisory shareholder vote in the event the proposed policy is discontinued or materially changed. Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO / president position. 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value GE outperformed the S&P 500 Index but
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 30
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- underperformed the S&P 500 Industrials Index for one-year shareholder returns. However, GE underperformed these indexes for three-year shareholder returns. For five-year shareholder returns, GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index. In the absence of other indicators that would suggest: (1) the company is in a period of poor or sluggish performance with no turnaround in sight and (2) the board is entrenched, we believe that many of the company's long-term shareholders would suffer if the company was put into play and sold out at a relatively depressed price. Given that the company regularly reviews its businesses in terms of their global competitiveness, and makes adjustments when warranted in order to maximize long-term value for shareholders, we do not believe it should be required to engage the services of an investment bank to explore the sale of the company at this time. As such, this item does not warrant shareholder support. 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors ISS has long advocated director and executive stock ownership as a mechanism of aligning executive and shareholder interests. An alternative approach is the use of a retention ratio or holding period. Such guidelines require executives to hold a percentage of the shares they receive from stock option exercise or other equity awards (net of income taxes owed) either for a specified period of time (a holding period) or for their full term of employment with the company (a retention ratio). Unlike traditional stock ownership requirements, holding periods and retention ratios provide for continuous stock accumulation by executives, irrespective of the value of their share holdings, while minimizing the possibility of abusive short-term profiteering through inside information. A disadvantage, however, is that stock retention policies--particularly if applied for full tenure--could lead to higher executive turnover if executives can only take their wealth out of the firm by leaving. While it is important to encourage executive stock ownership, shareholders must be mindful that it can be accomplished in a number of ways. Therefore, shareholder proposals asking companies to adopt retention ratios for their executives should be evaluated on a case-by-case basis. Targeted companies may already have some type of stock ownership requirement, holding period, retention ratio, or combination, which should be reviewed for stringency. A rigorous stock ownership guideline, for
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 31
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- example, should go beyond the standard 5x salary for CEOs, with the multiple declining for other executives. It is also important to consider how easily the stock ownership threshold can be met. Equity awards should not be included in the stock ownership calculation for this purpose. A meaningful retention ratio may also be an effective substitute to traditional stock ownership guidelines-- i.e., at least 50 percent of stock received from equity awards (on a net proceeds basis) must be held for the executive's tenure with the company. In addition to any guidelines currently in place, shareholders should take into account actual officer stock ownership at the company and the degree to which it meets or exceeds the proponent's suggested holding period/retention ratio or the company's own stock ownership policies or retention requirements. Although the company does not require a retention ratio, as currently requested, for directors and officers, it has other mechanisms in place that align director and officer interests with shareholders' interests. These include the aforementioned stock ownership requirements and the one-year holding period for executives. We also note the company's shift to a long-term performance-based equity compensation structure for its executives (40 percent) and deferred stock units for its directors (60 percent). Given that the company already has sufficient mechanisms and policies in place to ensure the alignment of director and officer interests - i.e. (1) stock ownership guidelines, (2) holding period for executives, and (3) a shift to a long-term performance-based equity compensation structure, we do not believe this item warrants shareholder support. 17 Require 70% to 80% Independent Board Against Against ShrHoldr Given that: (1) the board is 73.3 percent independent according to ISS definitions, (2) the company already has a policy in place providing for a two-thirds independent board, with a minimum of ten independent directors at all times, and (3) the company has voluntarily adopted additional, stricter independence tests with respect to a director's affiliation with non-profit organizations funded by the GE and companies receiving loans from GE, we believe that the company has taken sufficient steps to ensure the maintenance of a supermajority independent board. As such, this item does not warrant shareholder support. 18 Report on Political Against Against ShrHoldr
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 32
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of GE, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Additionally, much of the information requested by the proponent is available on both government and privately managed websites. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 79,900 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For 1.2 Elect Director John H. Bryan --- For 1.3 Elect Director Armando M. Codina --- For 1.4 Elect Director George M.C. Fisher --- For 1.5 Elect Director Karen Katen --- For 1.6 Elect Director Kent Kresa --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Philip A. Laskawy --- For 1.9 Elect Director E.Stanley O'Neal --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G.Richard Wagoner, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Prohibit Awards to Executives Against Against ShrHoldr ISS Analysis ISS supports the use of performance-based pay and believes there should be strong linkage between compensation and performance at the senior executive level. However, ISS believes that issuers should have some flexibility in determining the mix of award types that would best align executives incentives with those of shareholders. Deleting all rights, options, SAR's and severance payments to top management after
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 33
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- expiration of existing plans or commitments can unduly restrict the flexibility of the Compensation Committee from designing executive compensation. Therefore, ISS recommends a vote AGAINST this proposal. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position and therefore recommend a vote against this proposal. 6 Limit Composition of Committees to Against Against ShrHoldr Independent Directors 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr As the company's current reporting addresses emissions information, including company efforts to incorporate advanced emissions reducing technology into the company's fleet of vehicles in order to improve overall fuel economy, we do not believe that the preparation of an additional report is warranted at this time. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote ISS Analysis ISS generally supports the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. We recommend a vote in favor of this proposal. 9 Establish Executive and Director Against Against ShrHoldr Stock Ownership Guidelines In this case, while the company has executive stock ownership requirements of 1x to 5x salary, the actual stock ownership of the CEO and some of the other executive officers exceeds 7x salary. The company has also updated its stock ownership guidelines for directors since the filing of 2004 proxy statement from 3x to 5x annual retainer for directors. Therefore, ISS
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 34
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- belives that the company substantially meets what would be considered appropriate stock ownership requirements for aligning the interests of executives and directors with those of shareholders. We recommend a vote AGAINST this proposal. 05/03/04 - A Hubbell Incorporated *HUB.B* 443510201 03/05/04 70,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/27/04 - A International Business 459200101 02/27/04 55,900 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors. 1.2 Elect Director Kenneth I. Chenault --- For 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan ISS recognizes that incentive bonus plans such as this one can be an important part of an executive's overall pay package. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 35
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- industry-specific measures for assessing market competitiveness. The plan is administered by a committee of independent outsiders, who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Additionally, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Provide for Cumulative Voting Against For ShrHoldr ISS believes that cumulative voting is an important tool in the protection of shareholders' rights, but recognizes that the need for cumulative voting can be offset if a company has other safeguards in place to protect shareholders' rights and to promote management accountability. Therefore, proposals to provide for cumulative voting are evaluated based on an assessment of a company's other corporate governance provisions. ISS will recommend a vote against a proposal to restore or provide for cumulative voting only if a company has the following corporate governance provisions in place: an annually-elected board comprising a majority of independent directors; a nominating committee composed solely of independent directors; confidential voting; a shareholder right to call special meetings or to act by written consent with 90 days' notice; the absence of a dual-class capital structure; and absence of a dead-hand poison pill. Moreover, the board may not have the sole right to alter the size of the board beyond a range established by shareholders. While not required, ISS would prefer that a company also have a published statement of board governance guidelines, including a description of the process by which a shareholder may submit a director nominee. In addition to the governance requirements, ISS considers a company's performance when evaluating a shareholder proposal to restore or implement cumulative voting. For ISS to recommend a vote against such a proposal, the company's performance must be comparable to or better than that of its peers, or the board must have demonstrated its focus on increasing shareholder value by taking action to improve performance. In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, the shareholders do not have the ability to act by written consent unless it is unanimous or to call special meetings. 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans ISS believes the scope of the proponent's proposal is
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 36
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. ISS agrees with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 37
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr ISS agrees with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr ISS reviews proposals to adopt the US Business Principles for Human Rights of Workers in China, giving consideration to a number of factors including: the company's current workplace code of conduct or adherence to other global standards and their similarity to the Principles; agreements with foreign suppliers to meet certain workplace standards; how company and vendor facilities are monitored; peer company adherence to the Principles; costs and feasibility/legality of implementing the Principles; and whether the company has been recently involved in labor and human rights controversies or violations. We recognize that the adoption and/or enforcement of principles relating to internationally accepted human rights standards can benefit corporations operating in markets with documented abuses. While the China Principles are specifically defined to address issues in that country, we note that other international labor and human rights standards can also help the company satisfy this goal while providing a broader framework for multinational companies. In the case of IBM, we note that there is one allegation of questionable human rights performance at some of the company's overseas operations, including locations in China; however, the scope and severity of these claims did not appear significant or could not be confirmed at the time of this analysis. Additionally, the company has already
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 38
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- established a code of conduct for company operations worldwide, and applies some aspects of this code to its vendors, suppliers, and contractors. Of note, this policy addresses many of the issues brought forth by the China Principles. Moreover, we are concerned that some of the aspects of the China Principles may be beyond the company's control, such as prohibiting police or military presence at the company's operations. Thus, while we will continue to monitor the allegations of human rights violations at IBM facilities in China, we believe that committing to adopt and implement the China Principles could prove both costly and difficult. As such, while ISS encourages IBM to evaluate and enhance its policies and compliance standards for labor and human rights in China, we do not feel that implementation of the China Principles per se would significantly improve upon the current policies implemented by the company. 11 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of IBM, we note that the company has a strict policy prohibiting the use of company funds, assets, time, or equipment in a manner that could be construed as supporting a political campaign or candidate. Additionally, employees at IBM are prohibited from making contributions as a representative of the company. Since company policies expressly prohibit political contributions, we do not believe this proposal is supportable. 12 Report on Executive Compensation Against Against ShrHoldr While ISS supports policies that link executive compensation to appropriate performance metrics, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 63,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Martha F. Brooks --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Craig McClelland.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 39
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- We recommend that shareholders WITHHOLD votes from W. Craig McClelland for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director Robert D. Kennedy --- For 1.4 Elect Director W. Craig McClelland --- Withhold 1.5 Elect Director Robert M. Amen --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.81 percent is within the allowable cap for this company of 5.88 percent. 4 Amend Omnibus Stock Plan For For Mgmt The proposed amendments aim to revise the performance goals to better link the annual incentive awards for International Paper's executives to the achievement of the company's financial and operating objectives. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are granted to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. We recommend a vote for this proposal. 5 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 86,500 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.07 percent is within the allowable cap for this company of 8.38 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus For For Mgmt Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 40
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 68,800 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 113,800 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government ISS recognizes that companies can benefit from the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 41
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- knowledge and expertise of former government workers. These employees may be intimately familiar with the internal processes of government procurement and decision-making. The knowledge of such employees can add real value to a company's operations. ISS shares in the proponent's concern for potential conflicts of interest at such companies, but in this case, the company states that it has specific policies in place to avoid such conflicts of interest. When appointing high profile hires from the government, we note that the company has generally issued a press release at the time of hire. In addition, according to the company, the government issues statements from agency ethics officials on conflicts of interest or restrictions. Moreover, the production of such a report annually could be costly without providing substantial benefit to shareholders. Given these factors, we see no reason to support this request. 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In response to proponent's argument, the board states in the proxy that it would seek shareholder ratification within 12 months if it were to adopt a pill. The company has indicated that it will also include this view as a formal provision in its Corporate Governance Guidelines at the next meeting of its board later this month. In view of the company's commitment to put any future pill to a shareholder vote within 12 months, ISS believes that the objectives of this proposals have already been achieved. Therefore, we recommend a vote AGAINST this proposal. 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services We believe that companies should adopt a formal, written policy on auditor independence. The value of a written policy is twofold: first, it allows shareholders to scrutinize and evaluate the particulars of the policy, and second, it ensures that the policy survives beyond the tenure of a particular management team or CEO. In this case, the company states that the Audit and Ethics Committee pre-approves and monitors all services by Ernst & Young LLP, the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 42
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- company's independent auditors, with the aim of ensuring the independence and objectivity of the auditors so that investor confidence is maintained. Therefore, we believe this proposal does not warrant shareholder support. 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts Generally, ISS believes that it may be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data could give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. Moreover, Lockheed Martin already discloses substantial information on these matters both through public filings and the company web site. Topics addressed in these forums include a formal code of ethics, information on community and philanthropic initiatives, diversity programs, an environment, health and safety (EHS) report, disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. As such, we believe that the combination of federal regulation, the current level of disclosure by Lockheed Martin, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 61,200 1 Elect Directors For Split Mgmt 1.1 Elect Director William F. Allyn --- For We recommend a vote FOR the directors with the exception of independent outsider Richard E. Garman. We recommend that shareholders WITHHOLD votes from Richard E. Garman for poor attendance. 1.2 Elect Director Brent D. Baird --- For 1.3 Elect Director Robert J. Bennett --- For 1.4 Elect Director C. Angela Bontempo --- For 1.5 Elect Director Robert T. Brady --- For 1.6 Elect Director Emerson L. Brumback --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 43
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.7 Elect Director Michael D. Buckley --- For 1.8 Elect Director Patrick J. Callan --- For 1.9 Elect Director R. Carlos Carballada --- For 1.10 Elect Director T. Jefferson Cunningham III --- For 1.11 Elect Director Donald Devorris --- For 1.12 Elect Director Richard E. Garman --- Withhold 1.13 Elect Director James V. Glynn --- For 1.14 Elect Director Derek C. Hathaway --- For 1.15 Elect Director Daniel R. Hawbaker --- For 1.16 Elect Director Patrick W.E. Hodgson --- For 1.17 Elect Director Gary Kennedy --- For 1.18 Elect Director Richard G. King --- For 1.19 Elect Director Reginald B. Newman, II --- For 1.20 Elect Director Jorge G. Pereira --- For 1.21 Elect Director Michael P. Pinto --- For 1.22 Elect Director Robert E. Sadler, Jr. --- For 1.23 Elect Director Eugene J. Sheehy --- For 1.24 Elect Director Stephen G. Sheetz --- For 1.25 Elect Director Herbert L. Washington --- For 1.26 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 113,500 1 Elect Directors For For Mgmt 1.1 Elect Director Peter C. Wendell --- For We recommend a vote FOR the directors. 1.2 Elect Director William G. Bowen --- For 1.3 Elect Director William M. Daley --- For 1.4 Elect Director Thomas E. Shenk --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 44
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 43,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank W. Blue --- For We recommend a vote FOR the directors with the exception of R. Madison Murphy. We recommend that shareholders WITHHOLD votes from R. Madison Murphy for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director George S. Dembroski --- For 1.3 Elect Director Claiborne P. Deming --- For 1.4 Elect Director Robert A. Hermes --- For 1.5 Elect Director R. Madison Murphy --- Withhold 1.6 Elect Director William C. Nolan, Jr. --- For 1.7 Elect Director Ivar B. Ramberg --- For 1.8 Elect Director David J. H. Smith --- For 1.9 Elect Director Caroline G. Theus --- For 2 Ratify Auditors For For Mgmt 06/01/04 - A Nabors Industries, Ltd. *NBR* G6359F103 04/08/04 57,700 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Payne --- For These are routine board elections. 1.2 Elect Director Hans W. Schmidt --- For 2 Ratify Auditors For For Mgmt 3 SHAREHOLDER PROPOSAL TO CHANGE Against Against Mgmt NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE. ISS believes that support of this shareholder resolution is not warranted at this time as the board has adequately addressed many of the concerns
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 45
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- associated with this proposal. Based on our assessment of the significant economic benefits to shareholders and the company's good disclosure, transparency, and the commitments made to reduce shareholders' jurisdictional concerns, ISS recommends that shareholders oppose this shareholder-requisitioned proposal. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 144,000 1 Elect Directors For For Mgmt 1.1 Elect Director Michael S. Brown --- For We recommend a vote FOR the directors. 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- For 1.10 Elect Director Henry A. Mckinnell --- For 1.11 Elect Director Dana G. Mead --- For 1.12 Elect Director Franklin D. Raines --- For 1.13 Elect Director Ruth J. Simmons --- For 1.14 Elect Director William C. Steere, Jr. --- For 1.15 Elect Director Jean-Paul Valles --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.88 percent is within the allowable cap for this company of 6.79 percent. Additionally, this plan expressly forbids repricing. 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic In this case, we believe that the company has taken certain actions to help address the affects of this healthcare crisis in emerging markets. These actions are similar in nature and scope to those taken by industry peers and competitors, and represent an acknowledgement of the effect that the HIV/AIDS, TB, and malaria pandemic could have on company strategy and operations. As such, when considering
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 46
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- the scope of Pfizer's initiatives to address this crisis and current level of disclosure, we do not believe that the report requested in this proposal will provide information to shareholders commensurate with the potential difficulties and expenses of preparing the report. Therefore, we do not recommend shareholder support for the resolution at this time. 5 Cease Political Against Against ShrHoldr Contributions/Activities Interaction between corporate America and the political process has been a topic of debate for several years. Increasing scrutiny during and election year and in the wake of corporate scandals has led to a surge in shareholder activism on issues of political contributions. Opponents of corporate political contributions argue that companies spending scarce resources on expensive lobbying efforts and donating to PACs would be better off investing that money on new procedures that will better position the company to deal with the coming regulations or improve its operations. Conversely, corporate responses tend to suggest that company involvement in the political process can be beneficial to the business interests of the company and, ultimately, shareholder value. When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the proponent has requested that the company completely refrain from political contributions without providing a business case for the resolution. Moreover, we note that the company complies with all appropriate state and federal laws regarding campaign contributions. Therefore, based on the level of government oversight on political contributions and lack of supporting information for this proposal, ISS recommends that shareholders vote against this item. 6 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Pfizer, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, interested parties can view information on the company's political
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 47
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- contributions and donations on a report published at the end of each election cycle. Finally, the scope and nature of the information requested in this proposal may not be substantially different from data currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 7 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 8 Report on Drug Pricing Against Against ShrHoldr When evaluating drug-pricing proposals, ISS considers the economic benefits of providing subsidized drugs (e.g., public goodwill) against the potential costs in terms of reduced profits, lower R&D spending, and harm to competitiveness. Additionally, the company's current policies are taken into account, including any existing subsidy or donor programs that make life-saving pharmaceuticals more accessible to financially needy patients. Finally, we consider the degree to which peer companies have implemented price restraints. Specifically, this proposal calls for the company to limit price increases to a level below that of the annual inflation rate, and report to shareholders on these initiatives. While ISS generally supports increased disclosure that may help shareholders better evaluate their investment, the cost and difficulty in generating this information should be offset by benefits gained from the report. In this case, we also note that the structure of the proposal includes commitment to a pricing policy along with the report. Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees with the company that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 9 Limit Awards to Executives Against Against ShrHoldr
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 48
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 10 Amend Animal Testing Policy Against Against ShrHoldr In this case, Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. Additionally, in some cases alternative methods of testing may be not feasible or meet criteria established by the government. Moreover, the level of live animal testing at Pfizer appears to be consistent with industry standards on the topic. As such, ISS does not recommend shareholder support for the resolution at this time. 05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 121,260 1 Elect Directors For For Mgmt 2 Prohibit Awards to Executives Against Against ShrHoldr 06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 119,400 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur F. Ryan --- For 1.2 Elect Director Gaston Caperton --- For 1.3 Elect Director Gilbert F. Casellas --- For 1.4 Elect Director Karl J. Krapek --- For 1.5 Elect Director Ida F.S. Schmertz --- For 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Prudential Financial's charitable contributions donate to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 49
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 65,728 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald M. Gross --- For 1.2 Elect Director Thomas I. Morgan --- For 1.3 Elect Director Katherine D. Ortega --- For 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.46 percent is within the allowable cap for this company of 11.34 percent. Additionally, this plan expressly forbids repricing. In 2003, the company granted over 25 percent of its total grants to its top five named executives. 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 86,500 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of SBC Communications, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Moreover, the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 50
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- company's attorneys closely monitor compliance with these laws. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 51,600 *SPG* 1 Elect Directors For For Mgmt 1.1 Elect Director Birch Bayh --- For We recommend a vote FOR the directors. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director G. William Miller --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent a substantial role of the lead director, we believe that a company of this size should be able to find an independent qualified director willing to serve as chairman. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 77,600 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 1.1 Elect Director Eric Hippeau --- For We recommend FOR the directors. 1.2 Elect Director Daniel Yih --- For 1.3 Elect Director Kneeland Youngblood --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 51
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.11 percent is within the allowable cap for this company of 12.26 percent. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 42,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 124,700 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against For ShrHoldr Conduct 6 Declassify the Board of Directors Against For ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 84,600 1 Elect Directors For For Mgmt 1.1 Elect Director P.F. Anschutz --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 52
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- We recommend a vote FOR the directors. 1.2 Elect Director R.K. Davidson --- For 1.3 Elect Director T.J. Donohue --- For 1.4 Elect Director A.W. Dunham --- For 1.5 Elect Director S.F. Eccles --- For 1.6 Elect Director I.J. Evans --- For 1.7 Elect Director J.R. Hope --- For 1.8 Elect Director M.W. Mcconnell --- For 1.9 Elect Director S.R. Rogel --- For 1.10 Elect Director E. Zedillo --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.73 percent is within the allowable cap for this company of 8.60 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and disclosure of actual hurdle rates for the performance criteria, given the fact that the proponent asks for a complete substitution of options with restricted stock, we believe the proposal is unduly restrictive. 5 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Union Pacific, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, interested parties can request information on the company's political contributions and donations through the company's Governmental Affairs Department. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 53
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- shareholder funds. 04/14/04 - A United Technologies Corp. 913017109 02/17/04 59,100 *UTX* 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy J. Bernard --- For We recommend a vote FOR the directors. 1.2 Elect Director George David --- For 1.3 Elect Director Jean-Pierre Garnier --- For 1.4 Elect Director Jamie S. Gorelick --- For 1.5 Elect Director Charles R. Lee --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Harold McGraw III --- For 1.8 Elect Director Frank P. Popoff --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Andre Villeneuve --- For 1.11 Elect Director H. A. Wagner --- For 1.12 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr United Technologies Corporation has a 2/3 independent board, all-independent key committees with committee chairpersons nominated by independent directors and established governance guidelines. However, the duties of presiding director does not include approving information sent to the board, approving meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items. We believe that the company's governance structure does not provide a satisfactory balance to a unified chairman and CEO position. 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 81,400 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio,
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 54
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.96 percent is within the allowable cap for this company of 12.71 percent. Additionally, this plan expressly forbids repricing. 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 60,004 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Barker --- For ISS Conclusion: Despite the fact that our pay-for-performance criteria are not technically violated, we are troubled by the aggregate amounts paid to the company's top executives in light of the recent negative shareholder returns. At this time, we recommend a vote FOR all director nominees, but will continue to monitor the company's compensation practices and board accountability in the coming year. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- For 1.6 Elect Director Thomas H. O'Brien --- For 1.7 Elect Director Hugh B. Price --- For 1.8 Elect Director Ivan G. Seidenberg --- For 1.9 Elect Director Walter V. Shipley --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 55
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.10 Elect Director John R. Stafford --- For 1.11 Elect Director Robert D. Storey --- For 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against For ShrHoldr Voting ISS Conclusion: In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Accordingly, the proposal warrants shareholder support. 4 Require Majority of Independent Against Against ShrHoldr Directors on Board ISS Conclusion: Because the company already satisfies ISS guidelines on independence and has already established a formal independence policy that goes above and beyond ISS requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against For ShrHoldr ISS Conclusion: Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote ISS Conclusion: Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote ISS Conclusion: Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr ISS Conclusion: We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Against ShrHoldr by Race and Gender ISS Conclusion: In light of the company's commitment to racial and gender diversity and the current level of disclosure on these issues, we do not
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 56
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD EQUITY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- believe that the report specified by this proposal is necessary at this time. 10 Report on Political Against Against ShrHoldr Contributions/Activities ISS Conclusion: We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr ISS Conclusion: We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 57
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 09/25/03 - A Conagra Foods Inc. *CAG* 205887102 07/31/03 98,900 1 Elect Directors For For 1.1 Elect Director David H. Batchelder --- For We recommend a vote FOR the directors. 1.2 Elect Director Robert A. Krane --- For 1.3 Elect Director Mark H. Rauenhorst --- For 1.4 Elect Director Bruce Rohde --- For 2 Ratify Auditors For For Shareholder Proposals 4 Genetically Modified Organisms (GMO) Against Against When evaluating proposals on the topic of genetically-modified foods, ISS considers the objective of the proposal - specifically whether the proposal is asking the company to label or phase-out genetically-modified foods or ingredients, or whether the proponent is asking the company to prepare a report on either the dangers of genetically-modified foods or the feasibility of labeling or phasing them out. We also consider the type of company that is being targeted, including whether or not the company is directly involved in the modification of agricultural products or whether the company is using genetically modified ingredients from vendors. In forming our opinion on these proposals, we consider consumer opinion, at home and abroad, regarding the safety of GE foods. We consider the fact that at this juncture, there are conflicting studies regarding possible harmful effects of ingesting food made with GE ingredients. We also take into consideration the fact that the FDA has not required separate labeling of genetically modified foods and does continue to review the safety of ingredients and products. Finally, we consider the practical issues related to the implementation of the proponent's request, and the potential impact on the company and its shareholders. In this case, the proponents are asking for a report on the company's policies regarding GE ingredients as well as any contingency plan for sourcing non-GE ingredients should the need arise. While we generally support proposals that seek to provide shareholders with greater disclosure regarding the risks associated with their investment, we believe that generating such a report could be time consuming and costly to the company without providing significant value to shareholders. Since the government bodies tasked with determining the health and safety of GE products have determined that GE ingredients are not significantly different from conventional products, certain raw materials have seen a tremendous growth
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- in the use of the GE products. This type of market saturation, combined with potential difficulties in determining a difference between engineered and conventional products with current testing procedures may result in inaccurate results. We further note that the company currently meets government standards with regard to food safety issues. Finally, we believe that planning alternatives for sourcing non-GE ingredients, should the situation require, would be based largely on speculation about future restrictions and legislation and may not be ultimately beneficial to the company or its shareholders. Based on the potential expenses and difficulty acquiring reliable results in testing GE ingredients, we do not feel this report would not be a beneficial use of shareholder assets. 5 Modify Current and Future Stock Against Against Option Plans 6 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. The company's pill has a 15 percent trigger threshold and does not include any of the aforementioned shareholder friendly features. In this case, the company's rights plan was not approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 09/12/03 - A H. J. Heinz Co. *HNZ* 423074103 07/18/03 67,500 1 Elect Directors For For 2 Ratify Auditors For For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 12/18/03 - S Apache Corp. *APA* 037411105 10/29/03 33,340 1 Increase Authorized Common Stock For For The requested increase of 215,000,000 shares is below the allowable threshold of 354,750,000 shares. 10/03/03 - WC General Motors Corp. *GM* 370442105 08/01/03 64,400 1 Amend Articles For For The purpose of this item is to facilitate the transactions described in Item 3. Furthermore, approval of this item is necessary in order to consummate the transactions described in Item 3. 2 Amend Articles For For Although this item has an antitakeover effect on Hughes during the first year after the completion of the transactions, shareholder approval is required in order to consummate the transactions described in Item 3. 3 Approve Hughes Split-Off For For Conclusion: Based on the market premium, the fairness opinions, the strategic rationale, the board's review of alternatives, and the potential strategic synergies, ISS believes that the transactions warrant shareholder support. 4 Approve GM/News Stock Sale For For 5 Approve News Stock Acquisition For For 6 Amend Articles For For This amendment to eliminate certain provisions relating to the GM Class H common stock appears to be administrative in nature given the fact that the GM Class H common stock will no longer exist as part of GM after completion of the transactions. 10/14/03 - A The Procter & Gamble Company 742718109 08/01/03 24,900 *PG* 1 Elect Directors For For 1.1 Elect Director Norman R. Augustine --- For We recommend a vote FOR the directors. 1.2 Elect Director A.G. Lafley --- For 1.3 Elect Director Johnathan A. Rodgers --- For 1.4 Elect Director John F. Smith, Jr. --- For 1.5 Elect Director Margaret C. Whitman --- For 2 Ratify Auditors For For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 3 Approve Non-Employee Director For Against Omnibus Stock Plan Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 5.96 percent is above the allowable cap for this company of 5.20 percent. Shareholder Proposals 4 Declassify the Board of Directors Against For 5 Label Genetically Engineered Foods Against Against Given that the labeling of GE inputs at all stages of the supply chain could prove difficult and costly to the company, we cannot support this shareholder proposal at this time.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 03/17/04 - S Bank of America Corp. *BAC* 060505104 01/26/04 27,600 1 Approve Merger Agreement For For 2 Amend Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 5.71 percent is within the allowable cap for this company of 9.52 percent. Additionally, this plan expressly forbids repricing. 3 Increase Authorized Common Stock For For 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 03/17/04 - A Hewlett-Packard Co. *HPQ* 428236103 01/20/04 95,788 1 Elect Directors For Split 1.1 Elect Director L.T. Babbio, Jr. --- For We recommend a vote FOR the directors with the exception of independent outsider Sanford M. Litvack. We recommend that shareholders WITHHOLD votes from Sanford M. Litvack for poor attendance. 1.2 Elect Director P.C. Dunn --- For 1.3 Elect Director C.S. Fiorina --- For 1.4 Elect Director R.A. Hackborn --- For 1.5 Elect Director G.A. Keyworth II --- For 1.6 Elect Director R.E. Knowling, Jr. --- For 1.7 Elect Director S.M. Litvack --- Withhold 1.8 Elect Director R.L. Ryan --- For 1.9 Elect Director L.S. Salhany --- For 2 Ratify Auditors For For 3 Approve Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 10.14 percent is within the allowable cap for this company of 12.52 percent. Additionally, this plan expressly forbids repricing. 4 Expense Stock Options Against For In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. We
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- believe that stock options should be expensed along with other forms of compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 03/31/04 - A The Bear Stearns Companies Inc. 073902108 02/19/04 25,300 *BSC* 1 Elect Directors For For 1.1 Elect Director James E. Cayne --- For We recommend a vote FOR the directors. 1.2 Elect Director Carl D. Glickman --- For 1.3 Elect Director Alan C. Greenberg --- For 1.4 Elect Director Donald J. Harrington --- For 1.5 Elect Director William L. Mack --- For 1.6 Elect Director Frank T. Nickell --- For 1.7 Elect Director Paul A. Novelly --- For 1.8 Elect Director Frederic V. Salerno --- For 1.9 Elect Director Alan D. Schwartz --- For 1.10 Elect Director Warren J. Spector --- For 1.11 Elect Director Vincent Tese --- For 2 Amend the Capital Accumulation Plan For Against for Senior Managing Directors ISS evaluates proposed amendments that lengthen the term of the plan based on the appropriateness of the original plan. In this case cost is the determining factor. The total cost of this plan was established by valuing the company's options and awards under all existing plans that are available for future issuance (B shares), and granted but unexercised (C shares). Moreover, the CAP plan provides preferential dividends in the form of CAP units, which are much more costly than regular dividends. The value of the company's B and C shares is 30.55 percent, which is above the allowable cap for this company of 12.66 percent. 3 Amend Stock Option Plan For Against V. Vote Recommendation Bear Stearns has various stock compensation plans aimed to increase the emphasis on stock-based incentive compensation and align the compensation of key employees with the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- long-term interests of shareholders. Specifically, the company has the capital accumulation plan (CAP), restricted stock unit plan and stock award plan for key employees. Bear Stearns believes that the company is reasonable in its compensation for employees in that employees received lower cash compensation for higher levels of equity awards in the form of CAP units, restricted stock units and stock options. Since the company provides annual grants of stock units and stock options, the company intends to offset the potentially dilutive impact of such annual grants by purchasing stock in the open market. Furthermore, the board of directors also approved an amendment to the stock repurchase program to allow the company to purchase up to $1.0 billion of common stock in fiscal 2003 and beyond. The company purchased under the current and prior authorizations a total of 11,003,455 shares during the fiscal year ended November 30, 2003. Since the stock repurchase program offsets the voting power dilution, ISS reduced the entire voting power dilution to zero. However, ISS focuses on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, ISS recommends voting AGAINST the plans due to the excessive costs. 4 Approve Restricted Stock Plan For Against VI. Vote Recommendation Bear Stearns has various stock compensation plans aimed to increase the emphasis on stock-based incentive compensation and align the compensation of key employees with the long-term interests of shareholders. Specifically, the company has the capital accumulation plan (CAP), restricted stock unit plan and stock award plan for key employees. Bear Stearns believes that the company is reasonable in its compensation for employees in that employees received lower cash compensation for higher levels of equity awards in the form of CAP units, restricted stock units and stock options. Since the company provides annual grants of stock units and stock options, the company intends to offset the potentially dilutive impact of such annual grants by purchasing stock in the open market. Furthermore, the board of directors also approved an amendment to the stock repurchase program to allow the company to purchase up to $1.0 billion of common stock in fiscal 2003 and beyond. The company purchased under the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- current and prior authorizations a total of 11,003,455 shares during the fiscal year ended November 30, 2003. Since the stock repurchase program offsets the voting power dilution, ISS reduced the entire voting power dilution to zero. However, ISS focuses on the economic costs of stock-based incentive plans in our analysis. Bear Stearns has submitted two equity plans in the proxy statement. The costs for the two plans are 30.67 percent and 39.08 percent, respectively. The combined shareholder value transfer for the combined plan is 40.73 percent, and has exceeded the company's allowable shareholder value transfer cap of 12.66 percent. As such, ISS recommends voting AGAINST the plans due to the excessive costs. 5 Ratify Auditors For For 03/19/04 - S The St. Paul Travelers 792860108 02/06/04 29,200 Companies, Inc. *STA* 1 Issue Shares in Connection with a For For Merger Agreement ISS Conclusion: Based on the fairness opinion valuation work, the relative reasonableness of the estimated potential strategic synergies, and the overall general improvement in corporate governance structures pursuant to the proposed charter and bylaws amendments (described below), we believe the share issuance in connection with the proposed merger warrants St. Paul shareholder support. 2 Amend Bylaws For For ISS Conclusion: In general, the proposed bylaw amendments will strengthen the corporate governance infrastructure at the combined firm and therefore deserve St. Paul shareholders' support. 3 Amend Articles For For ISS Conclusion: Because the requested increase of 1,265,000,000 shares is below the allowable threshold of 1,296,000,000 shares, and because the other proposed charter amendments are, for now, inoffensive from a corporate governance perspective and facilitate the post-merger transition, we believe they deserve shareholder support. 4 Reduce Supermajority Vote For For Requirement ISS Conclusion: ISS supports any reduction of a company's voting requirements, even if the change is simply a lower supermajority. Therefore, this proposal deserves shareholder support.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/30/04 - A Alcoa Inc. *AA* 013817101 02/02/04 58,700 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J.P. Belda --- For 1.2 Elect Director Carlos Ghosn --- For 1.3 Elect Director Henry B. Schacht --- For 1.4 Elect Director Franklin A. Thomas --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.27 percent is within the allowable cap for this company of 6.52 percent. Additionally, this plan expressly forbids repricing. 3 Report on Pay Disparity Against Against ShrHoldr Based on our concerns regarding the utility of the proposed report, and the independence of the company's compensation committee, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 4 Submit Severance Agreement Against Against ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by the proponent of 2.00 times the sum of an executive's base salary and bonus is lower than the standard threshold level of 2.99 times of base salary and bonus of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, Alcoa's board of directors has adopted a policy to require shareholder approval of future severance agreements if such agreements would result in a payment excess of 2.99 times the salary and bonus of the executive based on the 2003 annual shareholder meeting. Therefore, ISS finds the proposal in this case overly restrictive and recommends voting AGAINST it. 04/29/04 - A Altria Group, Inc. *MO* 02209S103 03/08/04 18,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Report on Product Warnings for Against Against ShrHoldr Pregnant Women ISS believes that decisions on the type of warnings associated with tobacco products are generally better left to public health authorities, who can institute a standardized labeling format based on the latest
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- research regarding disease causation in smokers, addiction, and exposure to passive smoke. This will ensure that any warnings are accurate as well as applicable to all industry participants. In certain cases, voluntary warnings beyond those mandated by law might be misleading to consumers or hurt the company's competitiveness. As for future legal liability, the Master Settlement Agreement between tobacco companies and numerous states required firms to supply a variety of information to the public. In addition to required disclosure, some tobacco companies have taken steps in recent years to generally improve educational disclosures regarding the risks related to tobacco products, and Altria in particular has significantly enhanced its disclosure in the past two years. The tobacco subsidiaries of Altria posts health-related data on their websites, some of this information specifically regarding the risks of smoking to pregnant women. We believe that the level of disclosure currently provided by the company is appropriate, and agree that increased information specifically directed towards pregnant women would be better addressed by public health agencies. As such we do not recommend shareholder support for this proposal. 4 Report on Health Risks Associated Against Against ShrHoldr with Cigarette Filters When evaluating proposals on the topic of tobacco and its related components, ISS considers the objective of the proposal ' specifically whether the proposal is asking the company to report on the health risks associated with a product or if it is asking for a certain action associated with the components. In this case, the proponents are asking for the company to form a panel of outside experts to evaluate and report on the risks associated with cigarette filters. ISS generally supports information that increases shareholder awareness of potential risks and opportunities associated with their investment; however, this disclosure should be balanced with the cost associated with gathering and publishing the data, the level of existing information available, and the feasibility of complying with the structure of the proposal. In this case, we agree with the company that public healthcare organizations are better placed to evaluate the risks associated with cigarette filters. Further, ISS notes that the structure of this proposal calls for the formation of an independent panel of experts and subsequent report that could be costly to the company. As such, we do not recommend shareholder support for this proposal.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 5 Political Contributions/Activities Against Against ShrHoldr When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Altria, we note that the company follows all federal, state and local laws regarding contributions to political candidates or organizations. Additionally, the company utilizes a formal review process to ensure legal compliance, and evaluate the business affects of their political contributions. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 6 Cease Use of Light and Ultra Light Against Against ShrHoldr in Cigarette Marketing In light of the potentially negative impact on the company's earnings, we believe that this issue is one that that could potentially have a significant impact on the company and other tobacco companies, and therefore warrants close attention by the company's board of directors. That said, ISS notes that the company has provided information addressing this topic on its website and has supported increased regulation domestically and internationally on the issue. Moreover, ISS agrees with the company that public health and regulatory organizations are best able to address these issues. This approach to the shareholder's concerns would provide appropriate, accurate information to the public by regulation across the industry as opposed to requiring that an action taken by a single company, potentially placing it at a competitive disadvantage. Therefore, we recommend that shareholders vote against this proposal. 7 Place Canadian Style Warnings on Against Against ShrHoldr Cigarette Packaging As noted in discussions of the other proposals at Altria, ISS believes that issues regarding increased warnings on the health risks associated with cigarettes are generally better addressed by public health agencies rather than individual companies. Unilaterally adopting new packaging policies could negatively affect the company's competitive
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- advantage, and may not provide the information in a way that is understood or acceptable to all markets. Therefore, ISS recommends that shareholders vote against this proposal. 8 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 04/26/04 - A American Express Co. *AXP* 025816109 02/27/04 39,100 1 Elect Directors For For Mgmt 1.1 Elect Director Daniel F. Akerson --- For We recommend a vote FOR the directors with the exception of affiliated outsider Vernon E. Jordan, Jr. We recommend that shareholders WITHHOLD votes from Vernon E. Jordan, Jr. for sitting on more than six boards. 1.2 Elect Director Charlene Barshefsky --- For 1.3 Elect Director William G. Bowen --- For 1.4 Elect Director Ursula M. Burns --- For 1.5 Elect Director Kenneth I. Chenault --- For 1.6 Elect Director Peter R. Dolan --- For 1.7 sElect Director Vernon E. Jordan, Jr. --- For 1.8 Elect Director Jan Leschly --- For 1.9 Elect Director Richard A. McGinn --- For 1.10 Elect Director Edward D. Miller --- For 1.11 Elect Director Frank P. Popoff --- For 1.12 Elect Director Robert D. Walter --- For 2 Ratify Auditors For For Mgmt 3 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- such contributions. In the case of American Express, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Further, the company offers to provide information on political contributions to shareholders upon request. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 05/06/04 - A Apache Corp. *APA* 037411105 03/17/04 49,480 1 Elect Directors For Split Mgmt 1.1 Elect Director Eugene C. Fiedorek --- For We recommend a vote FOR the directors with the exception of affiliated outsider F. H. Merelli. We recommend that shareholders WITHHOLD votes from F. H. Merelli for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director Patricia Albjerg Graham --- For 1.3 Elect Director F. H. Merelli --- Withhold 1.4 Elect Director Raymond Plank --- For 2 Report on Greenhouse Gas Emissions Against For ShrHoldr In this case, Apache provides some disclosure on environmental topics in certain sections of the company's web site. However, ISS notes that this information is generally broad in scope and does not discuss company performance in significant detail. Further, while we commend the company for its programs to address greenhouse gas emissions abroad and commitments to future activities and transparency initiatives domestically, we note that current communication of these policies and programs is not as comprehensive as some companies in the industry. Therefore, while ISS does not believe that the creation of a separate committee is necessary per se, company policies on this issue and publicizing the findings in a report would be in line with the company's commitment to long-term environmental stewardship and in the best long-term interests of shareholders. As such, we recommend a vote for this proposal.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/22/04 - A Apple Computer, Inc. *AAPL* 037833100 02/24/04 46,700 1 Elect Directors For For Mgmt 1.1 Elect Director William V. Campbell --- For We recommend a vote FOR the directors. 1.2 Elect Director Millard S. Drexler --- For 1.3 Elect Director Albert A. Gore, Jr. --- For 1.4 Elect Director Steven P. Jobs --- For 1.5 Elect Director Arthur D. Levinson --- For 1.6 Elect Director Jerome B. York --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr 05/26/04 - A Bank of America Corp. *BAC* 060505104 04/07/04 24,800 1 Elect Directors For For Mgmt 1.1 Elect Director William Barnet, III --- For We recommend a vote FOR the directors. 1.2 Elect Director Charles W. Coker --- For 1.3 Elect Director John T. Collins --- For 1.4 Elect Director Gary L. Countryman --- For 1.5 Elect Director Paul Fulton --- For 1.6 Elect Director Charles K. Gifford --- For 1.7 Elect Director Donald E. Guinn --- For 1.8 Elect Director James H. Hance, Jr. --- For 1.9 Elect Director Kenneth D. Lewis --- For 1.10 Elect Director Walter E. Massey --- For 1.11 Elect Director Thomas J. May --- For 1.12 Elect Director C. Steven McMillan --- For 1.13 Elect Director Eugene M. McQuade --- For 1.14 Elect Director Patricia E. Mitchell --- For 1.15 Elect Director Edward L. Romero --- For 1.16 Elect Director Thomas M. Ryan --- For 1.17 Elect Director O. Temple Sloan, Jr. --- For 1.18 Elect Director Meredith R. Spangler --- For 1.19 Elect Director Jackie M. Ward --- For 2 Ratify Auditors For For Mgmt 3 Change Date of Annual Meeting Against Against ShrHoldr Changing the date of the annual meeting could allow
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- more shareholders to attend, but there is no way to determine for sure whether attendance would actually increase. There is no compelling reason to change the date of the meeting. 4 Adopt Nomination Procedures for the Against Against ShrHoldr Board 5 Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. The Bank of America engages and donates to causes that management believes strengthen the communities in which the company operates and ultimately benefit the company. Further, the corporate donations and voluntary employee contributions through the Bank of America Foundation help to improve the company's image as a good social citizen and assist the company in maintaining a strong CRA score. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 6 Establish Independent Committee to Against Against ShrHoldr Review Mutual Fund Policy In its defense, the board points to its recent efforts to ensure the integrity of its mutual fund operations, under the board's oversight, and in particular that of its independent audit committee. According to the board, the provisions of the settlements with the New York Attorney General and the SEC and the pledges that the corporation has previously made go well beyond the scope of the proposal. The company argues that it has retained various outside experts to assist it in developing a plan to improve mutual fund governance, organizational structure and technology as follows: -The company engaged Dale Frey, the retired president and chairman of General Electric Investment Corp., as a special advisor to lead an independent review of the company's mutual fund policies and practices. -The company also retained Maureen Scannell Bateman, the former general counsel of State Street Corporation and U.S. Trust, to conduct a complete legal and regulatory compliance review of the company's mutual fund business. -The company engaged Promontory Financial Group to coordinate a detailed review of all technology, control, and compliance systems related to the mutual fund business, including all systems relating to sales, clearing, and derivative and brokerage operations.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- The independent review is expected to result in recommendations to ensure the mutual fund business is conducted in the best interest of fund shareholders. As part of the settlements, the company indicates that it has committed to create best-in-class governance policies for the Nations Funds board, including such criteria as independence and tenure, and to hire a full-time senior officer supporting and reporting exclusively to the board to monitor compliance and to oversee the reasonableness of the mutual fund advisory fees. Furthermore, the settlements will contain additional provisions regarding the implementation of enhanced compliance measures for the company's mutual fund practices. Background Since the initiation of the mutual fund investigation by the NYAG in Sept. 2003, the company has been cooperating with the authorities and is expected to finalize its settlement with the SEC and NYAG. On March 15, 2004, Bank of America announced agreements in principle with both the NYAG and the SEC over matters related to late-day trading and market timing. According to a SEC press release, Bank of America has agreed to pay a total of $375 million, consisting of $250 million in disgorgement and $125 million in penalties. The money will be distributed to the mutual funds and their shareholders that were harmed as a result of market timing in Nations Funds and other mutual funds through Bank of America. The agreement with the Attorney General also stipulated that eight members of the board of directors of Nations Funds, Bank of America's mutual fund complex, will resign or otherwise leave the board in the course of the next year. Furthermore, Bank of America has represented that it will exit the securities clearing business by the end of the year. ISS Analysis The shareholder proposal calls for direct board involvement by establishing a special committee and for enhanced disclosure on the company's efforts regarding the mutual fund allegations. We have evaluated the board's involvement in this process as well as the existing disclosure. Since the shareholder proposal was filed, the company has devoted significant resources to address the allegations regarding its mutual fund practices. Subsequent to the inquiry in September 2003, Nations Funds' board hired an independent firm to evaluate whether there was any monetary impact to any funds in which the adviser to the fund permitted a discretionary market-timing agreement and launched an evaluation of fund management practices. Furthermore, in October 2003, the company engaged Promontory Financial Group for a
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- detailed review of all systems related to sales, clearing, derivative and brokerage operations, which will be coordinated by Mr. Dale Frey, special advisor to Ken Lewis. Also, the company retained Maureen Scannell Bateman, the former general counsel of State Street Corporation and of U.S Trust, to conduct a complete legal and regulatory compliance review of the company's mutual fund business. Bank of America has also taken the following steps to deter future improper practice: Worked with Nations Fund board of trustees to set best-in-class standards for mutual funds' fees, charges and related corporate governance practices. Enhanced audit reviews, compliance oversight and the overall risk management framework. Enhanced technology and operations process controls and increased monitoring for unusual mutual funds trading activity Revised the Code of Ethics to include guidelines for practices in the mutual fund business and for share trading policy to prohibit late trading and market timing In discussions held with ISS, the company indicated that Mr. Frey (who coordinates the independent review) receives weekly updates from Promontory Financial Group and the independent consultant, and periodically updates the CEO. Members of senior management regularly update the board's Audit Committee, which deals primarily with control issues. The independent consultants work closely with an internal project team, which already implements certain remediation actions. While the company has devoted substantial resources to this process, it is not directly conducted under the supervision of the board. With respect to disclosure, the company is in the process of finalizing the settlement agreement, therefore significant disclosure is expected once the settlement is final. In addition, in connection with the settlement, a formal report of the outside consultant with findings and remediation actions will be submitted to the SEC and banking regulators. But while the settlements re+ 7 Adopt Standards Regarding Privacy Against Against ShrHoldr and Information Security In this case we note that Bank of America does outsource certain positions to foreign markets where the company has determined that service quality, timing, or cost savings would ultimately benefit the company and increase shareholder value. Further we note that many other large companies have outsourced similar operations support and customer service jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time. 05/25/04 - A Bank One Corp. 06423A103 04/02/04 36,700 1 Approve Merger Agreement For For Mgmt Conclusion: Bank One shareholders will own approximately 42 percent of the company and management control will shift to Mr. Dimon on the second anniversary of the merger close. The board composition will be split equally. J.P. Morgan determined that board participation at this level for Bank One was a condition to the deal. Bank One shareholders may have given up a low premium in exchange for the board representation and management succession with Mr. Dimon. However, considering Bank One's equity ownership in the combined entity relative to its contribution to earnings along with the strategic importance of the deal to both firms and the potential cost savings, the tradeoff appears balanced. In aggregate, the deal presents a compelling case for both J.P. Morgan and Bank One shareholders due to the strategic benefits of the transactions, improved competitive position, cost synergies and the possibility of additional revenue opportunities. We recommend in favor of the transaction. 2 Elect Directors For For Mgmt 3 Ratify Auditors For For Mgmt 04/21/04 - A Burlington Resources Inc. *BR* 122014103 02/23/04 38,200 1 Elect Directors For Split Mgmt 1.1 Elect Director Barbara T. Alexander --- For We recommend a vote FOR the directors with the exceptions of affiliated outsiders Walter Scott, Jr. and Kenneth W. Orce. We recommend that shareholders WITHHOLD votes from Walter Scott, Jr. for standing as an affiliated outsider on the Compensation and Nominating committees, and Kenneth W. Orce for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Reuben V. Anderson --- For 1.3 Elect Director Laird I. Grant --- For 1.4 Elect Director Robert J. Harding --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.5 Elect Director John T. LaMacchia --- For 1.6 Elect Director Randy L. Limbacher --- For 1.7 Elect Director James F. McDonald --- For 1.8 Elect Director Kenneth W. Orce --- Withhold 1.9 Elect Director Donald M. Roberts --- For 1.10 Elect Director James A. Runde --- For 1.11 Elect Director John F. Schwarz --- For 1.12 Elect Director Walter Scott, Jr. --- Withhold 1.13 Elect Director Bobby S. Shackouls --- For 1.14 Elect Director Steven J. Shapiro --- For 1.15 Elect Director William E. Wade, Jr. --- For 2 Approve Increase in Common Stock For For Mgmt and a Stock Split 3 Ratify Auditors For For Mgmt 04/28/04 - A ChevronTexaco Corp. *CVX* 166764100 03/01/04 24,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Adopt Shareholder Rights Plan For For Mgmt (Poison Pill) Policy Poison pills are unique among takeover defenses in that they may be approved by boards without shareholder approval. Enhancing this power is the fact that a number of states have passed poison pill endorsement legislation that removes courts from the position of challenging abusive pills. However, the degree to which a rights plan may promote or diminish shareholder value clearly depends on circumstances specific to the individual company. Given their potential role in determining the future of a company, ISS believes shareholders should have the right to vote on all new pills and any material changes to old pills. ISS advocates supporting proposals requesting boards to either submit their pills to a shareholder vote or redeem them. Given that the company currently does not maintain a poison pill, approval of this item enhances shareholders' rights by establishing a clear process to submit poison pills to a shareholder vote. As such we believe this item warrants shareholder support. 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- company's plans of 3.87 percent is within the allowable cap for this company of 5.89 percent. Additionally, this plan expressly forbids repricing. 5 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic ISS generally supports proposals for increased disclosure that promote good corporate citizenship while enhancing long-term shareholder value. For proposals related to HIV/AIDS reporting, we evaluate the scope of the company's operations in these markets, the company's current initiatives in developing countries to help address this healthcare crisis, and the nature of the company's existing healthcare policies including healthcare access and benefits to local workers. In this case, we note that Chevron Texaco provides information on its policies and programs related to HIV/AIDS and other infectious diseases in its Corporate Responsibility report on the company website. Additionally, the company currently has healthcare plans that improve accessibility to treatment for employees in Africa. We further note that the company has engaged several local and international organizations in efforts to help address the concerns associated with this health care crisis. Therefore, while ISS acknowledges that the scope of Chevron Texaco's operations in markets affected by the HIV/AIDS, TB, and malaria pandemic is substantial and deserves shareholder concern, we believe that the company has taken steps to actively address the concern and report to shareholders on these initiatives. These actions and the subsequent disclosure are comparable to industry norms and assist in maintaining ongoing corporate awareness of the impact of this healthcare crisis on operations in certain emerging markets. Therefore, we do not recommend shareholder support for the resolution at this time. 6 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Chevron Texaco, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, shareholders can request further information on the company's political contributions and donations from the company or gather the information from certain government or
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 12
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- privately managed websites. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 7 Require Affirmative Vote of a Against Against ShrHoldr Majority of the Shares to Elect Directors In the view of many shareholders, the current director election system simply creates self-perpetuating boards: incumbent members select nominees to fill vacancies and decide whether to renominate themselves. Thus, shareholders effectively have no meaningful choice among candidates, and the election process becomes mere ratification of the company's slate of nominees. Withholding votes from a board member can serve as a shareholder communication tool to express displeasure with a given director. But because directors are typically elected by a plurality (those nominees receiving the most votes win board seats), company nominees running unopposed are reelected. Under current proxy rules, only candidates nominated by the board can appear in the company's proxy statement. A shareholder could technically nominate a candidate from the floor of the annual meeting, but, since most investors vote by mail, he is unlikely to succeed. Although some companies' bylaws outline procedures for shareholders to suggest possible candidates to board nominating panels, few of these individuals actually make it to the ballots as nominees. Instead, shareholders wishing to nominate an alternative slate of candidates to run against management's must go through an expensive and time-consuming proxy solicitation process of their own (i.e., a proxy contest). In October 2003, the SEC proposed new proxy rules to give significant, long-term shareholders greater ability to include their director nominees in management's proxy statement. A final rule is expected in 2004. The proposal entails a two-step, two-year process. In the first year, one of two triggering events must occur, demonstrating shareholder dissatisfaction with a company's proxy process: (1) one or more directors at a company receive withhold votes of 35 percent or more of the votes cast or (2) a shareholder proposal asking for open access, which is submitted by holders of at least one percent of the shares (owned for at least
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 13
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- one year), is approved by a majority of the votes cast. If one of these conditions is met, then for the following two years, the company would be required to include in its proxy materials one or more board nominees proposed by holders of at least five percent of the shares (owned for at least two years). The number of shareholder nominees permitted would be dictated by the size of the board: one nominee for boards of eight or fewer directors, two nominees for boards of nine to 19 directors, and three nominees for boards having 20 or more directors. In light of the SEC's proposed new rule regarding open access, we believe that requiring a majority vote in the election of directors is not in shareholders' best interests. Given that: (1) the plurality voting threshold is the accepted standard for the election of directors of publicly traded companies, (2) approval of this item could disrupt board operations and the company's financial performance in the event certain or all of the director nominees do not receive majority support and do not get elected, (3) requiring a majority vote of the outstanding shares in effect provides for a supermajority of votes cast, which would adversely affect shareholders' ability to elect directors in a contested election, and (4) the proposed provision may diminish the likelihood of a successful open access campaign by providing for an increased vote requirement in the election of directors, we do not believe that the proposed amendment warrants shareholder support at this time. 8 Report on Health and Environmental Against Against ShrHoldr Initiatives in Ecuador ISS generally supports proposals for increased disclosure that promote good corporate citizenship while enhancing long-term shareholder value. Increased transparency can better inform shareholders on the potential risks and opportunities associated with their investment. Specifically, this proposal calls for a report on new initiatives taken by ChevronTexaco regarding issues of concern in Ecuador. Therefore, when considering this matter, ISS must look at the value of the report along with the potential costs and operational impact that the associated actions may have on the company. In this case, we note that the company has made significant efforts to provide interested parties with information on the situation in Ecuador. Moreover, since litigation on this matter is still pending, certain disclosure may not be appropriate. We further note that the company's involvement in Ecuador was through a subsidiary of Texaco (prior to the 2001 merger)
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 14
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- operating as a minority partner in an oil consortium with the Ecuadorian government. Additionally, ChevronTexaco has no ownership interest in the current oil operations in this region and the government of Ecuador released the company from further obligation or liability on the issue. Considering these factors, ISS believes that the company's current level of disclosure on this matter is appropriate and that any further action on the matter is best left to the legal system in Ecuador. As such, we do not recommend shareholder support for this proposal. 9 Report on Renewable Energy Against Against ShrHoldr ISS generally supports disclosure reports that seek to provide additional information to shareholders, particularly when it appears that companies have not adequately addressed shareholders' concerns. Specifically, when considering proposals for a report on renewable energy sources, ISS looks for the existence and content of current environmental reports relative to the topic, and the degree to which the topic plays an integral part in the company's line of business. In this case, ISS notes that the company has taken several recent steps to invest in renewable energy, undertake initiatives to develop cleaner technologies and communicate these initiatives to the public. The company provides information on these topics, in some detail, in its Corporate Responsibility Report, in press releases, and in certain sections of the corporate website. ISS believes that these initiatives and the associated disclosure represent an effort on ChevronTexaco's behalf to address issues related to the potential impact that renewable energy sources may have on the company. Therefore, while the company does not specifically address every aspect of the proponent's resolution; ISS believes that the current level of disclosure is comparable to other companies in the industry and suggests that ChevronTexaco is actively evaluating options and establishing policies related to renewable energy sources. As such, we do not recommend shareholder support for the resolution at this time. 04/20/04 - A Citigroup Inc. *C* 172967101 02/27/04 45,433 1 Elect Directors For For Mgmt 1.1 Elect Director C. Michael Armstrong --- For We recommend a vote FOR the directors. 1.2 Elect Director Alain J.P. Belda --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 15
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.3 Elect Director George David --- For 1.4 Elect Director Kenneth T. Derr --- For 1.5 Elect Director John M. Deutch --- For 1.6 Elect Director Roberto Hernandez Ramirez --- For 1.7 Elect Director Ann Dibble Jordan --- For 1.8 Elect Director Dudley C. Mecum --- For 1.9 Elect Director Richard D. Parsons --- For 1.10 Elect Director Andrall E. Pearson --- For 1.11 Elect Director Charles Prince --- For 1.12 Elect Director Robert E. Rubin --- For 1.13 Elect Director Franklin A. Thomas --- For 1.14 Elect Director Sanford I. Weill --- For 1.15 Elect Director Robert B. Willumstad --- For 2 Ratify Auditors For For Mgmt 3 Limit Executive Compensation Against Against ShrHoldr ISS feels that taking away the company's ability to grant stock options is an arbitrary and excessively restrictive proposal that could potentially prohibit the company from compensating employees based upon their individual and company-wide performance. Being unable to issue stock options could hinder the company's ability to attract and retain competent executive officers. As such, this item does not warrant shareholder approval. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Citigroup, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, the scope of the disclosure requested in this proposal may not be substantially different from information currently available, and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 5 Prohibit Awards to Executives Against Against ShrHoldr We believe this proposal is too restrictive, as it would
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 16
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- prohibit the executives from being remunerated with stock options and severance payments regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Separate Chairman and CEO Positions Against Against ShrHoldr ISS supports the concept of separating the positions of chairman and CEO when a company does not have the countervailing governance structure as described above. In the case of Citigroup, the company has independent key committees, established governance guidelines, and a lead director with clearly defined duties. Additionally, the company has committed to creating and maintaining a 2/3 independent board by its next annual election. As such, ISS does not believe that this proposal warrants shareholder support. 04/28/04 - A Clear Channel Communications, 184502102 03/08/04 23,401 Inc. *CCU* 1 Elect Directors For Split Mgmt 1.1 Elect Director Alan D. Feld --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Alan D. Feld. We recommend that shareholders WITHHOLD votes from Alan D. Feld for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Thomas O. Hicks --- For 1.3 Elect Director Perry J. Lewis --- For 1.4 Elect Director L. Lowry Mays --- For 1.5 Elect Director Mark P. Mays --- For 1.6 Elect Director Randall T. Mays --- For 1.7 Elect Director B.J. Mccombs --- For 1.8 Elect Director Phyllis B. Riggins --- For 1.9 Elect Director Theordore H. Strauss --- For 1.10 Elect Director J.C. Watts --- For 1.11 Elect Director John H. Williams --- For 2 Ratify Auditors For For Mgmt 05/05/04 - A ConocoPhillips *COP* 20825C104 03/10/04 29,200 1 Elect Directors For For Mgmt 1.1 Elect Director David L. Boren --- For 1.2 Elect Director James E. Copeland, Jr. --- For 1.3 Elect Director Kenneth M. Duberstein --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 17
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director Ruth R. Harkin --- For 1.5 Elect Director William R. Rhodes --- For 1.6 Elect Director J. Stapleton Roy --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.42 percent is within the allowable cap for this company of 6.99 percent. Additionally, this plan expressly forbids repricing. 4 Limit Executive Compensation Against Against ShrHoldr ISS believes that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. As such, this item does not warrant shareholder approval. 5 Limit Executive Compensation Against Against ShrHoldr While ISS understands the proponents' concerns with escalating CEO pay, we believe that the proposal is unduly restrictive. The compensation committee, which is composed entirely of independent directors, should have the flexibility to determine the compensation of its senior executives based on a number of appropriate factors, rather then relying on an arbitrary formula. Furthermore, the features of this proposal would limit equity awards to time based restricted shares and set arbitrary caps on salary, bonus and severance, regardless of the company's performance. As such, this item does not warrant shareholder approval. 6 Report on Drilling in the Arctic Against Against ShrHoldr National Wildlife Refuge In this case, ISS notes that ConocoPhillips does not stand out amongst its peers or competitors as having significant problems with its environmental performance. Moreover, the company does provide some disclosure into its operations in Alaska and environmental policies in general. Finally, since the company does not currently have operations or plans to develop operations in the ANWR, ISS agrees with the company about the hypothetical or speculative nature of the report called for in this proposal. Therefore, ISS recommends that shareholders vote against this resolution.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 18
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 05/18/04 - A Dean Foods Company *DF* 242370104 03/26/04 30,800 1 Elect Directors For For Mgmt 1.1 Elect Director Alan J. Bernon --- For We recommend a vote FOR the directors. 1.2 Elect Director Gregg L. Engles --- For 1.3 Elect Director Joseph S. Hardin, Jr. --- For 1.4 Elect Director Ronald Kirk --- For 1.5 Elect Director John S. Llewellyn, Jr. --- For 2 Ratify Auditors For For Mgmt 04/28/04 - A E.I. Du Pont De Nemours & Co. 263534109 03/09/04 47,300 *DD* 1 Elect Directors For For Mgmt 1.1 Elect Director Alain J. P. Belda --- For 1.2 Elect Director Richard H. Brown --- For 1.3 Elect Director Curtis J. Crawford --- For 1.4 Elect Director John T. Dillon --- For 1.5 Elect Director Louisa C. Duemling --- For 1.6 Elect Director Charles O. Holliday, Jr. --- For 1.7 Elect Director Deborah C. Hopkins --- For 1.8 Elect Director Lois D. Juliber --- For 1.9 Elect Director Masahisa Naitoh --- For 1.10 Elect Director William K. Reilly --- For 1.11 Elect Director H. Rodney Sharp, III --- For 1.12 Elect Director Charles M. Vest --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government ISS recognizes that companies can benefit from the knowledge and expertise of former government workers. These employees may be intimately familiar with the internal processes of government procurement and decision-making. The knowledge of such employees can add real value to a company's operations. ISS shares in the proponent's concern for potential conflicts of interest at such companies, but in this case, the company states that it has specific policies in place to avoid such conflicts of interest. Moreover, the production of such a report annually could be costly without providing substantial benefit to shareholders. Given these factors, we see no
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 19
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- reason to support this request. 4 Adopt and Report on a Code of Against Against ShrHoldr Corporate Conduct In the case of Dupont, the company has already committed itself to a code of conduct that upholds a number of the core ILO standards, including prohibitions on child labor, involuntary servitude/forced labor, nondiscrimination, and freedom of association ' although we acknowledge that the company's existing code does not specifically reference the right to collective bargaining. However, it appears that the company's code is in line with the codes of similar companies. Dupont has endorsed the Global Compact and supports the GRI, representing active consideration of human and labor rights issues as well as sustainable development in the communities where the company operates. Also, while the proponent has cited certain labor disputes in Dupont's operations in the United States, ISS does not believe that these incidents show the type of systematic disregard to workplace human rights that would merit a substantial amendment to the company's current policies. Therefore, the fact that the company already has policies in place that substantially address many of the principles outlined in the ILO conventions, and lacking evidence to suggest systematic failure to comply with these policies, we do not believe that support of this proposal is warranted at this time. 5 Limit Executive Compensation Against Against ShrHoldr The Compensation Committee is composed entirely of independent directors and currently sets and reviews the company's executive compensation program. Taking into account the activities of the Compensation Committee regarding the setting and monitoring of the executive compensation, we agree with the company that the proposed report would duplicate the Compensation Committee's ongoing work to review, evaluate, and modify the company's executive compensation policy and programs. As such, we see no reason to support this proposal. 04/28/04 - A Eaton Corp. *ETN* 278058102 03/01/04 17,600 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.59 percent is within the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 20
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- allowable cap for this company of 9.66 percent. 3 Ratify Auditors For For Mgmt 05/26/04 - A Exxon Mobil Corp. *XOM* 30231G102 04/05/04 60,800 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Boskin --- For We recommend a vote FOR the directors. 1.2 Elect Director James R. Houghton --- For 1.3 Elect Director William R. Howell --- For 1.4 Elect Director Reatha Clark King --- For 1.5 Elect Director Philip E. Lippincott --- For 1.6 Elect Director Harry J. Longwell --- For 1.7 Elect Director Henry A. McKinnell, Jr. --- For 1.8 Elect Director Marilyn Carlson Nelson --- For 1.9 Elect Director Lee R. Raymond --- For 1.10 Elect Director Walter V. Shipley --- For 1.11 Elect Director Rex W. Tillerson --- For 2 Ratify Auditors For For Mgmt 3 Approve Non-Employee Director For For Mgmt Restricted Stock Plan V. Vote Recommendation The total cost of the company's plans of 3.64 percent is within the allowable cap for this company of 5.32 percent. 4 Affirm Political Nonpartisanship Against Against ShrHoldr Since it appears that the company has already addressed this issue through its own internal policies and observance of federal law, we do not believe that support of this proposal is necessary. 5 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. As previously noted, in the case of Exxon Mobil, the company complies with federal, state and local laws regarding contributions to political candidates or organizations as well as those laws that apply to similar contributions in Canada. Further, the scope of the reports requested in this proposal may not be substantially different from information currently available through public sources. As such, it does not appear that preparing
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 21
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 6 Report on Equatorial Guinea Against Against ShrHoldr In this case, the proposal asks for detailed disclosure on Exxon Mobil's operations in Equatorial Guinea as well as a public response to allegations made by a nationally aired television program. While ISS advocates transparency into company operations that increases shareholder understanding of the risks and opportunities placed on the company, the benefit of such disclosures must be considered as a factor of cost and burden on the company as well as the potential benefit that can be derived by shareholders from the information. Exxon Mobil discusses information in some detail in press releases, corporate reports, and other sections of the company's website. The discussion of this topic includes information explaining the royalties and tax payments that are made to Equatorial Guinea, financial support for social programs in that company, and the general logic behind the structure of the company's Production Sharing Contract with the government. While these disclosures do not directly respond to each aspect of the proposal, we do believe that they substantially address the issue at hand, providing shareholders with adequate information to assess the risks related to the company's operations in Equatorial Guinea and the company's policies and procedures in place to mitigate such risks. As such we do not recommend shareholder support for this resolution. 7 Separate Chairman and CEO Positions Against Against ShrHoldr ExxonMobil has the following governance structure in place: executive sessions of its non-employee directors currently chaired by the chair of the Compensation Committee or the Board Affairs Committee; a board composed of two-thirds independent directors; all-independent key committees; review of CEO performance by the independent directors at board and committee meetings and during executive sessions, which consists solely of independent directors; and established governance guidelines. The chair of the Board Affairs Committee and the chair of the Compensation Committee preside at the executive sessions on an alternating basis, depending on the agenda. The chair of the Board Affairs Committee presides over sessions discussing corporate governance and the chair of the Compensation Committee presides over sessions regarding
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 22
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- performance evaluation and compensation of the CEO and CEO succession planning. However, the company does not have a designated lead director with more expansive duties than those set out for the committee chairman (such as approving the board's agenda; ensuring the flow of information to the outside directors and shareholders; and board evaluation). As noted above, ISS refrains from making a vote recommendation on this agenda item. 8 Prohibit Awards to Executives Against Against ShrHoldr For its long term compensation, ExxonMobil switched from options to restricted stock two years ago, as the board believes restricted stock to be more effective in retaining employees and in meeting shareholder expectations. For senior executives, the restricted stock carries rigorous vesting requirements: 50 percent vesting over five years and the remaining over another five. In this case, the proposal requests a total ban on rights, options, SARs and severance payments and is therefore unduly restrictive. 9 Report on Stock Option Distribution Against Against ShrHoldr by Race and Gender Given the scope of the proposal, the company's current compensation practices, and the company's apparent commitment to and disclosure of racial and gender diversity, we do not believe that shareholder support of the requested report is warranted. 10 Amend EEO Statement to Include Against For ShrHoldr Reference to Sexual Orientation ISS generally believes that companies should have policies in place to prevent workplace discrimination, as instances of discrimination can be costly to companies in the form of high turnover, fines, and litigation. Workplace discrimination can result in real costs to corporations, and therefore can impact shareholder value. Studies have indicated that workforce diversity strategies can have a positive impact on company performance through enhanced corporate performance, reduced turnover, increased job satisfaction and employee morale, decreased vulnerability to legal challenges, and enhanced reputation. In light of potential costs and legal implications arising from discrimination, the high number of companies with policies referencing sexual orientation, and the low costs involved in amending EEO policies, ISS believes that requests to amend EEO policies to specifically reference sexual orientation are generally supportable, unless a company can demonstrate that the change would result in significant costs to the company. In this
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 23
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- case, we note that the company has had substantial controversy surrounding its adoption of its current EEO policy over the policies of its predecessor, Mobil. Exxon Mobil does have existing programs and policies that demonstrate the company's stance on discrimination on the basis of sexual orientation, but those policies have failed to alleviate the negative publicity and controversy surrounding this issue. Furthermore, the company has not identified any resulting costs to the company of including such a reference in its EEO policy. A significant number of the company's peers do include such language in their EEO statements. By not referencing sexual orientation in the post-merger company's EEO statement, it appears that the company has created unnecessary controversy. While we recognize that the company has gone to great lengths to discuss its existing prohibition on discrimination on the basis of sexual orientation in certain company publications, it would appear that the enduring controversy could be easily resolved by adding that language back into its EEO statement. Given the fact that company's competitors reference sexual orientation discrimination in their EEO statements and the fact that Mobil did explicitly bar this type of discrimination in its EEO statement prior to the merger with Exxon, we believe that the company should amend its EEO to explicitly prohibit discrimination based on sexual orientation. 11 Report on Climate Change Research Against Against ShrHoldr Therefore, based on the broad scope of the proposal and the associated practical considerations of publishing this information, recent improvements in disclosure made by the company, and our concerns regarding the value that the requested information would provide to shareholders, we do not recommend support for this resolution. 04/28/04 - A General Electric Co. *GE* 369604103 03/01/04 62,100 1 Elect Directors For Split Mgmt 1.1 Elect Director James I. Cash, Jr. --- For We recommend a vote FOR the directors with the exception of Claudio X. Gonzalez. We recommend that shareholders WITHHOLD votes from Claudio X. Gonzalez for sitting on more than six boards. 1.2 Elect Director Dennis D. Dammerman --- For 1.3 Elect Director Ann M. Fudge --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 24
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director Claudio X. Gonzalez --- Withhold 1.5 Elect Director Jeffrey R. Immelt --- For 1.6 Elect Director Andrea Jung --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Kenneth G. Langone--- For 1.9 Elect Director Ralph S. Larsen --- For 1.10 Elect Director Rochelle B. Lazarus --- For 1.11 Elect Director Sam Nunn --- For 1.12 Elect Director Roger S. Penske --- For 1.13 Elect Director Robert J. Swieringa --- For 1.14 Elect Director Douglas A. Warner III --- For 1.15 Elect Director Robert C. Wright --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt We support the addition of revenue growth rate to the pool of performance measures applicable to long-term performance awards. We also applaud the company's decision to shift a substantial portion of its executive grants to restricted stock units and performance based awards. Such practice should reduce dilution and provide effective incentives for superior performers who remain with the company during periods of stock market fluctuations in which stock options may have no realizable value. In addition, restricted stock units and long-term performance awards more closely align executives' interests with investors' long term interests as these awards are paid out only to executives who remain with the company for extended periods. 4 Provide for Cumulative Voting Against Against ShrHoldr In the case of General Electric, the company has an annually-elected board comprising a majority of independent directors; its Nominating and Corporate Governance Committee consists of only independent directors; the company grants shareholders confidential voting and the right to call a special meeting; the board does not have the sole right to change the size of the board beyond a stated range that has been approved by shareholders; the company has a published statement of corporate governance guidelines, including a description of the process by which a shareholder may submit a director nominee; and the company does not have either a dual-class structure or dead-hand poison pill.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 25
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index for one-year shareholder returns. However, GE underperformed these indexes for three-year shareholder returns. For five-year shareholder returns, GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index. In this case, the company meets our corporate governance criteria. Although the company does not fully meet the performance criteria, the company has taken significant steps to improve its corporate governance provisions, especially relating to board reforms and shareholder friendly compensation strategies for officers and directors (see Items 3 and 16). Given that the company: (1) meets our corporate governance criteria and (2) has voluntarily taken steps to improve its corporate governance through policy changes regarding board structure, composition, and responsibilities and executive and director compensation, the proposal does not warrant shareholder support. 5 Eliminate Animal Testing Against Against ShrHoldr When evaluating proposals on animal testing policies, ISS considers the nature of the product and the degree to which live animal testing is necessary or federally mandated. Additionally, we look at the feasibility and availability of alternative methods. Finally, ISS will evaluate industry practices to determine if animal testing is common at competitors and peer companies in similar circumstances. In this case, GE has developed a policy that calls for utilizing live animal testing to the least extent possible, provided it complies with regulation and does not effect the analysis of treatment effectiveness or employee and consumer safety. Additionally, in some cases alternative methods of testing may be not feasible or fail to meet criteria established by the government. As such, ISS does not recommend shareholder support for the resolution at this time. 6 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr When considering proposals that request a risk assessment and adoption of new policies regarding the company's nuclear operations, ISS takes into account several factors, including the regulatory framework that the company's operations are subject to and the company's existing disclosure on security and waste management policies and procedures. While the proponents' concerns with the company's on-site storage of nuclear waste is understandable given the state of current events, we note that the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 26
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- nuclear power industry is heavily regulated by the NRC and subject to restrictions and policies introduced by the Office of Homeland Security. In 2002, the NRC completed a comprehensive review of its requirements for nuclear power plants, including the storage of nuclear waste and materials and, as a result, issued new required security measures. In this case, GE operates a spent fuel storage depository; however, the main focus of this resolution is directed at the company's design, manufacturing, and sales of reactors. Based on the tight regulation of the nuclear power industry by the NRC and the fact that GE's operations in the nuclear power industry are primarily in equipment design, sales, and service; not facility operations, we do not believe that this report would provide enough meaningful information to shareholders to justify the time and assets necessary to prepare this report. 7 Report on PCB Clean-up Against Against ShrHoldr 8 Report on Foreign Outsourcing Against Against ShrHoldr ISS generally supports proposals that call for increased disclosure on matters of importance to shareholders. Such transparency can assist shareholders in better evaluating the business risks associated with their investment. However, the benefits derived from this disclosure must be weighed against the cost and burden of preparing the information and the potential impacts that the disclosure may have on company strategy or operations. When evaluating proposals to review and report on outsourcing or off-shoring, ISS looks at the nature and scope of operations that a company is opting to outsource as well as potential risks and benefits associated with such a policy. Additionally, we consider industry norms with regards to the type and number of positions that are outsourced. Finally, we consider the degree to which publishing a detailed report on company outsourcing policies may provide strategic insight to competitors while not disclosing substantial, useful information to shareholders. In this case we note that GE does outsource some service and technical positions to foreign markets where the company has determined that cost savings would ultimately benefit the company and increase shareholder value. Further we note that several of the company's peers and competitors have outsourced similar jobs. Additionally, detailed disclosure on the company's policies regarding job outsourcing may not provide benefits to shareholders commensurate with the cost of preparing this report. As such, we do not recommend support for the proposal at this time.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 27
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 9 Prepare Sustainability Report Against Against ShrHoldr ISS generally supports proposals that seek additional disclosure, as shareholders should be provided with sufficient information in key business areas to fully assess the risks associated with their investment. When evaluating resolutions calling for a sustainability report, ISS reviews the current reporting policies of the company as they relate to sustainability issues. Specifically, we examine the existence and substance of an EHS or similar report, code of corporate conduct, and diversity or equal opportunity data, or a consolidated sustainability report based on a widely accepted standard such as the GRI. In this case, ISS notes that GE currently has significant discussion of many sustainability issues on the company website. This disclosure includes an EHS report, diversity information, the GE Integrity Policy, and information on community involvement and philanthropic initiatives. Moreover, the company has committed to publishing a consolidated report on issues regarding environmental performance, social initiatives, economic achievement, and corporate citizenship in 2004. Therefore, while we will continue to monitor the scope and level of disclosure at GE, we believe that the company has substantially addressed many of the issues noted by the proponent. As such, we do not recommend support for the proposal at this time. 10 Limit Composition of Management Against Against ShrHoldr Development and Compensation Committee to Independent Directors Given that: (1) the company already has a policy in place requiring that all key board committee members be independent and (2) the company's Management Development and Compensation Committee is currently fully independent by NYSE, Council of Institutional Investors, and ISS definitions, we do not believe this item warrants shareholder support. 11 Report on Pay Disparity Against Against ShrHoldr In the case of this proposal, we note that the proponent is specifically asking for a comparison of the compensation of the company's top executives with that of its lowest compensated workers on a nationwide basis and a report on any recommendations regarding changing the current level of executive pay. Though the disparity between the pay levels of entry-level and executive employees has undoubtedly grown at many U.S. companies over the past few decades, we note that it is unlikely that the requested report would produce a meaningful
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 28
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- gauge for shareholders of whether GE's compensation policies and pay levels are appropriate and effective for employees at the senior executive level. While we understand the proponent's concerns with escalating CEO pay, we note that GE's compensation committee is composed entirely of independent directors. Based on our concerns regarding the utility of the proposed report and the independence of the company's compensation committee, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 12 Limit Awards to Executives Against Against ShrHoldr In light of the recent measures taken by the company to make its executive and director equity compensation practices more shareholder friendly (see Items 3 and 16), we believe that the proponent's request of a cessation of all executive stock option programs and bonus programs is unreasonable. 13 Limit Board Service for Other Against For ShrHoldr Companies In view of the increased demands placed on board members, directors who are overextended may be jeopardizing their ability to serve as effective representatives of shareholders. Even if a person were retired and devoted himself full time to directorships, based on a full-time work schedule (1,920 hours per year) and the estimated hours of board service (300 per year), an individual could not reasonably be expected to serve on more than six boards. In view of this, ISS recommends that shareholders withhold votes from directors who sit on more than six public company boards. Service on boards of subsidiary companies, private companies, or non-profit organizations will be excluded. If a director sits on several mutual fund boards within the same fund family, it will count as one board. We note that the company's policy is substantially similar to the proponent's request. With regard to fully retired directors, the proponent is requesting that board service be limited to a total of five directorships. Although the company's policy does not address whether a director is retired or not, it also allows for a total of five directorships as long as the director in question does not serve as a CEO or in an equivalent position. The proponent is also requesting that board service for the company's non-retired directors be limited to a total of three directorships while the company places a three board limit on directors who
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 29
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- serve as CEOs or in equivalent positions. Thus, one of the differences between the proponent's request and the company's policy lies in the treatment of non-retired directors. In the case of non-retired directors, the proponent advocates a total of three directorships while the company currently provides for a limit of five directorships, making the proponent's request slightly more stringent than the company's current policy. Another significant difference between the proponent's request and the company's policy lies in the enforcement mechanisms. While the company may bypass the aforementioned limits with respect to current directors, the proponent's request would not give the company such leeway. In fact, it would require an advisory shareholder vote in the event the proposed policy is discontinued or materially changed. Although the company maintains a policy regarding overboarded directors, the policy permits the maintenance of current directors who exceed these limits if the board determines that such director's service on the board would not be impaired. In fact, the company has already made an exception with regard to director Claudio Gonzalez, who sits on over six other public company boards. The proponent's request would not allow the company to bypass or alter these limits without shareholder approval. Therefore, we believe that the proponent's request represents a preferable policy framework from a shareholder's perspective. As such, we believe this item warrants shareholder support. 14 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO/president position. 15 Hire Advisor/Maximize Shareholder Against Against ShrHoldr Value GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index for one-year shareholder returns. However, GE underperformed these indexes for three-year shareholder returns. For five-year shareholder returns, GE outperformed the S&P 500 Index but underperformed the S&P 500 Industrials Index. In the absence of other indicators that would suggest: (1) the company is in a period of poor or sluggish performance with no turnaround in sight and (2) the board is entrenched, we believe that many of the company's long-term shareholders would suffer if the company was put into play and sold out at a relatively depressed price. Given that the company regularly reviews its businesses in terms of their global
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 30
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- competitiveness, and makes adjustments when warranted in order to maximize long-term value for shareholders, we do not believe it should be required to engage the services of an investment bank to explore the sale of the company at this time. As such, this item does not warrant shareholder support. 16 Adopt a Retention Ratio for Against Against ShrHoldr Executives and Directors ISS has long advocated director and executive stock ownership as a mechanism of aligning executive and shareholder interests. An alternative approach is the use of a retention ratio or holding period. Such guidelines require executives to hold a percentage of the shares they receive from stock option exercise or other equity awards (net of income taxes owed) either for a specified period of time (a holding period) or for their full term of employment with the company (a retention ratio). Unlike traditional stock ownership requirements, holding periods and retention ratios provide for continuous stock accumulation by executives, irrespective of the value of their share holdings, while minimizing the possibility of abusive short-term profiteering through inside information. A disadvantage, however, is that stock retention policies--particularly if applied for full tenure--could lead to higher executive turnover if executives can only take their wealth out of the firm by leaving. While it is important to encourage executive stock ownership, shareholders must be mindful that it can be accomplished in a number of ways. Therefore, shareholder proposals asking companies to adopt retention ratios for their executives should be evaluated on a case-by-case basis. Targeted companies may already have some type of stock ownership requirement, holding period, retention ratio, or combination, which should be reviewed for stringency. A rigorous stock ownership guideline, for example, should go beyond the standard 5x salary for CEOs, with the multiple declining for other executives. It is also important to consider how easily the stock ownership threshold can be met. Equity awards should not be included in the stock ownership calculation for this purpose. A meaningful retention ratio may also be an effective substitute to traditional stock ownership guidelines-- i.e., at least 50 percent of stock received from equity awards (on a net proceeds basis) must be held for the executive's tenure with the company. In addition to any guidelines currently in place, shareholders should take into account actual officer stock ownership at the company and the degree to which it meets or
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 31
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- exceeds the proponent's suggested holding period/retention ratio or the company's own stock ownership policies or retention requirements. Although the company does not require a retention ratio, as currently requested, for directors and officers, it has other mechanisms in place that align director and officer interests with shareholders' interests. These include the aforementioned stock ownership requirements and the one-year holding period for executives. We also note the company's shift to a long-term performance-based equity compensation structure for its executives (40 percent) and deferred stock units for its directors (60 percent). Given that the company already has sufficient mechanisms and policies in place to ensure the alignment of director and officer interests - i.e. (1) stock ownership guidelines, (2) holding period for executives, and (3) a shift to a long-term performance-based equity compensation structure, we do not believe this item warrants shareholder support. 17 Require 70% to 80% Independent Board Against Against ShrHoldr Given that: (1) the board is 73.3 percent independent according to ISS definitions, (2) the company already has a policy in place providing for a two-thirds independent board, with a minimum of ten independent directors at all times, and (3) the company has voluntarily adopted additional, stricter independence tests with respect to a director's affiliation with non-profit organizations funded by the GE and companies receiving loans from GE, we believe that the company has taken sufficient steps to ensure the maintenance of a supermajority independent board. As such, this item does not warrant shareholder support. 18 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of GE, we note that the company complies with federal, state, and local laws regarding contributions to political candidates or organizations. Additionally, much of the information requested by the proponent is available on both government and privately managed websites. Therefore, the scope of the disclosure requested in this proposal may not be substantially different from
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 32
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- information currently available, and may not provide any significant benefit to shareholders. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of company assets. 06/02/04 - A General Motors Corp. *GM* 370442105 04/05/04 36,600 1 Elect Directors For For Mgmt 1.1 Elect Director Percy N. Barnevik --- For 1.2 Elect Director John H. Bryan --- For 1.3 Elect Director Armando M. Codina --- For 1.4 Elect Director George M.C. Fisher --- For 1.5 Elect Director Karen Katen --- For 1.6 Elect Director Kent Kresa --- For 1.7 Elect Director Alan G. Lafley --- For 1.8 Elect Director Philip A. Laskawy --- For 1.9 Elect Director E.Stanley O'Neal --- For 1.10 Elect Director Eckhard Pfeiffer --- For 1.11 Elect Director G.Richard Wagoner, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Prohibit Awards to Executives Against Against ShrHoldr 4 Prohibit Awards to Executives Against Against ShrHoldr ISS Analysis ISS supports the use of performance-based pay and believes there should be strong linkage between compensation and performance at the senior executive level. However, ISS believes that issuers should have some flexibility in determining the mix of award types that would best align executives incentives with those of shareholders. Deleting all rights, options, SAR's and severance payments to top management after expiration of existing plans or commitments can unduly restrict the flexibility of the Compensation Committee from designing executive compensation. Therefore, ISS recommends a vote AGAINST this proposal. 5 Separate Chairman and CEO Positions Against Against ShrHoldr We believe that the company's governance structure provides a satisfactory balance to a unified chairman and CEO position and therefore recommend a vote against this proposal. 6 Limit Composition of Committees to Against Against ShrHoldr Independent Directors 7 Report on Greenhouse Gas Emissions Against Against ShrHoldr
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 33
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- As the company's current reporting addresses emissions information, including company efforts to incorporate advanced emissions reducing technology into the company's fleet of vehicles in order to improve overall fuel economy, we do not believe that the preparation of an additional report is warranted at this time. 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote ISS Analysis ISS generally supports the submission of parachute provisions for shareholder ratification as long as there is no requirement for prior shareholder approval which would limit a board's negotiating flexibility. Seeking shareholder approval after the material terms of the contract are agreed upon would give the board a framework to work within and prevent the excessive "pay for failure" packages that have been witnessed at some companies. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. We recommend a vote in favor of this proposal. 9 Establish Executive and Director Against Against ShrHoldr Stock Ownership Guidelines In this case, while the company has executive stock ownership requirements of 1x to 5x salary, the actual stock ownership of the CEO and some of the other executive officers exceeds 7x salary. The company has also updated its stock ownership guidelines for directors since the filing of 2004 proxy statement from 3x to 5x annual retainer for directors. Therefore, ISS belives that the company substantially meets what would be considered appropriate stock ownership requirements for aligning the interests of executives and directors with those of shareholders. We recommend a vote AGAINST this proposal. 04/27/04 - A International Business 459200101 02/27/04 21,500 Machines Corp. *IBM* 1 Elect Directors For For Mgmt 1.1 Elect Director Cathleen Black --- For We recommend a vote FOR the directors. 1.2 Elect Director Kenneth I. Chenault --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 34
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.3 Elect Director Carlos Ghosn --- For 1.4 Elect Director Nannerl O. Keohane --- For 1.5 Elect Director Charles F. Knight --- For 1.6 Elect Director Lucio A. Noto --- For 1.7 Elect Director Samuel J. Palmisano --- For 1.8 Elect Director John B. Slaughter --- For 1.9 Elect Director Joan E. Spero --- For 1.10 Elect Director Sidney Taurel --- For 1.11 Elect Director Charles M. Vest --- For 1.12 Elect Director Lorenzo H. Zambrano --- For 2 Ratify Auditors For For Mgmt 3 Ratify Auditors for the Company's For For Mgmt Business Consulting Services Unit 4 Approve Executive Incentive Bonus For For Mgmt Plan ISS recognizes that incentive bonus plans such as this one can be an important part of an executive's overall pay package. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company's stock price. The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. The plan is administered by a committee of independent outsiders, who must certify attainment of these objective, measurable performance goals before awards are paid to participants. Additionally, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 5 Provide for Cumulative Voting Against For ShrHoldr ISS believes that cumulative voting is an important tool in the protection of shareholders' rights, but recognizes that the need for cumulative voting can be offset if a company has other safeguards in place to protect shareholders' rights and to promote management accountability. Therefore, proposals to provide for cumulative voting are evaluated based on an assessment of a company's other corporate governance provisions. ISS will recommend a vote against a proposal to restore or provide for
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 35
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- cumulative voting only if a company has the following corporate governance provisions in place: an annually-elected board comprising a majority of independent directors; a nominating committee composed solely of independent directors; confidential voting; a shareholder right to call special meetings or to act by written consent with 90 days' notice; the absence of a dual-class capital structure; and absence of a dead-hand poison pill. Moreover, the board may not have the sole right to alter the size of the board beyond a range established by shareholders. While not required, ISS would prefer that a company also have a published statement of board governance guidelines, including a description of the process by which a shareholder may submit a director nominee. In addition to the governance requirements, ISS considers a company's performance when evaluating a shareholder proposal to restore or implement cumulative voting. For ISS to recommend a vote against such a proposal, the company's performance must be comparable to or better than that of its peers, or the board must have demonstrated its focus on increasing shareholder value by taking action to improve performance. In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Specifically, the shareholders do not have the ability to act by written consent unless it is unanimous or to call special meetings. 6 Amend Pension and Retirement Against Against ShrHoldr Medical Insurance Plans ISS believes the scope of the proponent's proposal is overly broad since it asks that all employees be allowed to choose participation in the plan, which could be costly to shareholders. Moreover, if the company ultimately lost on these claims it would be required to remedy the age discriminating effect of its plans. Accordingly, we recommend a vote against this proposal. 7 Submit Executive Compensation to Against For ShrHoldr Vote Pension fund income can distort true operating performance, which should be the basis for determining executive bonuses and compensation rather than gains from defined benefit plans. And because companies have discretion in determining the assuptions to measure pension obligation and expenses, there is potential for manipulation. For example, J.P. Morgan Fleming Asset Management found that the median expected annual rate of return used among S&P 500 companies has remained
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 36
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- steady at 9.2 percent since 1997. Using a more realistic assumption such as 6.5 percent would trim $44 billion off S&P 500 profits just in 2003. ISS agrees with the principle advanced by the proposal and believes a cleaner measure of earnings should be applied to performance pay. A number of companies are adopting this concept, including General Electric, Verizon Communications and Qwest Communications International Inc. 8 Expense Stock Options Against For ShrHoldr ISS supports the general principle motivating this non-binding proposal. We agree with the growing investor consensus that companies should expense the costs associated with stock options in order to increase the accuracy of their financial statements. Although companies can choose to expense options, the Financial Accounting Standards Board (FASB) does not require it. Since the expensing of options lowers earnings, most companies have elected not to do so. Instead, most companies have opted to disclose option values only in the footnotes to their annual reports. In the absence of an accepted methodology with which to value the contingent cost of stock options, companies that have voluntarily expensed stock options (some 350) have had flexibility in their selection of a specific valuation methodology. Opponents of option expensing argue that options are difficult to value and expensing options could add complexity and decrease transparency in financial reporting. However, given the fact that stock options have become an integral component of compensation, their value cannot be ignored and treated as "no-cost" compensation. Given that (1) many companies use stock options as a significant component of overall compensation, (2) the exercise of options result in a transfer of shareholder value, and (3) the contingent cost of options reduces earnings, we believe that options should be expensed along with all other forms of compensation to better reflect the company's true earnings and provide additional discipline against overuse. 9 Limit Awards to Executives Against Against ShrHoldr ISS agrees with proponent's underlying rationale for disclosure of executive compensation. However, the liability threshold of $2,000 is arbitrary. Furthermore, based on the independence of the company's compensation committee, and the company's existing disclosure regarding its compensation practices, we agree with the board that the current requirements for disclosure of executive compensation are adequate
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 37
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- and fair. Therefore, we do not believe that shareholders would receive any meaningful benefit from this additional disclosure requirement. 10 China Principles Against Against ShrHoldr ISS reviews proposals to adopt the US Business Principles for Human Rights of Workers in China, giving consideration to a number of factors including: the company's current workplace code of conduct or adherence to other global standards and their similarity to the Principles; agreements with foreign suppliers to meet certain workplace standards; how company and vendor facilities are monitored; peer company adherence to the Principles; costs and feasibility/legality of implementing the Principles; and whether the company has been recently involved in labor and human rights controversies or violations. We recognize that the adoption and/or enforcement of principles relating to internationally accepted human rights standards can benefit corporations operating in markets with documented abuses. While the China Principles are specifically defined to address issues in that country, we note that other international labor and human rights standards can also help the company satisfy this goal while providing a broader framework for multinational companies. In the case of IBM, we note that there is one allegation of questionable human rights performance at some of the company's overseas operations, including locations in China; however, the scope and severity of these claims did not appear significant or could not be confirmed at the time of this analysis. Additionally, the company has already established a code of conduct for company operations worldwide, and applies some aspects of this code to its vendors, suppliers, and contractors. Of note, this policy addresses many of the issues brought forth by the China Principles. Moreover, we are concerned that some of the aspects of the China Principles may be beyond the company's control, such as prohibiting police or military presence at the company's operations. Thus, while we will continue to monitor the allegations of human rights violations at IBM facilities in China, we believe that committing to adopt and implement the China Principles could prove both costly and difficult. As such, while ISS encourages IBM to evaluate and enhance its policies and compliance standards for labor and human rights in China, we do not feel that implementation of the China Principles per se would significantly improve upon the current policies implemented by the company.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 38
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 11 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of IBM, we note that the company has a strict policy prohibiting the use of company funds, assets, time, or equipment in a manner that could be construed as supporting a political campaign or candidate. Additionally, employees at IBM are prohibited from making contributions as a representative of the company. Since company policies expressly prohibit political contributions, we do not believe this proposal is supportable. 12 Report on Executive Compensation Against Against ShrHoldr While ISS supports policies that link executive compensation to appropriate performance metrics, we do not believe that preparation of the requested report would yield meaningful information to shareholders regarding the efficacy of the company's executive compensation policies and practices. 05/11/04 - A International Paper Co. *IP* 460146103 03/17/04 47,100 1 Elect Directors For Split Mgmt 1.1 Elect Director Martha F. Brooks --- For We recommend a vote FOR the directors with the exception of affiliated outsider W. Craig McClelland. We recommend that shareholders WITHHOLD votes from W. Craig McClelland for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director Robert D. Kennedy --- For 1.4 Elect Director W. Craig McClelland --- Withhold 1.5 Elect Director Robert M. Amen --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.81 percent is within the allowable cap for this company of 5.88 percent. 4 Amend Omnibus Stock Plan For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 39
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- The proposed amendments aim to revise the performance goals to better link the annual incentive awards for International Paper's executives to the achievement of the company's financial and operating objectives. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before awards are granted to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. We recommend a vote for this proposal. 5 Limit Executive Compensation Against Against ShrHoldr 05/13/04 - A KeyCorp *KEY* 493267108 03/16/04 31,400 1 Elect Directors For For Mgmt 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.07 percent is within the allowable cap for this company of 8.38 percent. Additionally, this plan expressly forbids repricing. 3 Approve Executive Incentive Bonus For For Mgmt Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For Mgmt 04/02/04 - A Lehman Brothers Holdings Inc. 524908100 02/13/04 28,700 *LEH* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 40
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/22/04 - A Lockheed Martin Corp. *LMT* 539830109 03/01/04 46,000 1 Elect Directors For Split Mgmt 1.1 Elect Director E.C. 'Pete' Aldridge, Jr. --- For We recommend a vote FOR the directors with the exceptions of Joseph W. Ralston and Norman R. Augustine. We recommend that shareholders WITHHOLD votes from Joseph W. Ralston and Norman R. Augustine for standing as affiliated outsiders on the Nominating Committee. 1.2 Elect Director Nolan D. Archibald --- For 1.3 Elect Director Norman R. Augustine --- Withhold 1.4 Elect Director Marcus C. Bennett --- For 1.5 Elect Director Vance D. Coffman --- For 1.6 Elect Director Gwendolyn S. King --- For 1.7 Elect Director Douglas H. McCorkindale --- For 1.8 Elect Director Eugene F. Murphy --- For 1.9 Elect Director Joseph W. Ralston --- Withhold 1.10 Elect Director Frank Savage --- For 1.11 Elect Director Anne Stevens --- For 1.12 Elect Director Robert J. Stevens --- For 1.13 Elect Director James R. Ukropina --- For 1.14 Elect Director Douglas C. Yearley --- For 2 Ratify Auditors For For Mgmt 3 Report on Executive Ties to Against Against ShrHoldr Government ISS recognizes that companies can benefit from the knowledge and expertise of former government workers. These employees may be intimately familiar with the internal processes of government procurement and decision-making. The knowledge of such employees can add real value to a company's operations. ISS shares in the proponent's concern for potential conflicts of interest at such companies, but in this case, the company states that it has specific policies in place to avoid such conflicts of interest. When appointing high profile hires from the government, we note that the company has generally issued a press release at the time of hire. In addition, according to the company, the government issues statements from agency ethics officials on conflicts of interest or restrictions. Moreover, the production of
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 41
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- such a report annually could be costly without providing substantial benefit to shareholders. Given these factors, we see no reason to support this request. 4 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two- to three-year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. In response to proponent's argument, the board states in the proxy that it would seek shareholder ratification within 12 months if it were to adopt a pill. The company has indicated that it will also include this view as a formal provision in its Corporate Governance Guidelines at the next meeting of its board later this month. In view of the company's commitment to put any future pill to a shareholder vote within 12 months, ISS believes that the objectives of this proposals have already been achieved. Therefore, we recommend a vote AGAINST this proposal. 5 Prohibit Auditor from Providing Against Against ShrHoldr Non-Audit Services We believe that companies should adopt a formal, written policy on auditor independence. The value of a written policy is twofold: first, it allows shareholders to scrutinize and evaluate the particulars of the policy, and second, it ensures that the policy survives beyond the tenure of a particular management team or CEO. In this case, the company states that the Audit and Ethics Committee pre-approves and monitors all services by Ernst & Young LLP, the company's independent auditors, with the aim of ensuring the independence and objectivity of the auditors so that investor confidence is maintained. Therefore, we believe this proposal does not warrant shareholder support. 6 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts Generally, ISS believes that it may be inappropriate to disclose detailed information about the contract evaluation and bidding process to shareholders, as provision of this data could give insight into contractual agreements, thereby providing competition with bidding advantages. Additionally, while ISS supports a sustainable approach to
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 42
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- business operations, we also note that the federal government has stringent regulations regarding military and weapons production, and the associated contract bidding process. Moreover, Lockheed Martin already discloses substantial information on these matters both through public filings and the company web site. Topics addressed in these forums include a formal code of ethics, information on community and philanthropic initiatives, diversity programs, an environment, health and safety (EHS) report, disclosure on company policies related to government contract bidding, and appropriate financial information on military or weapons related programs. As such, we believe that the combination of federal regulation, the current level of disclosure by Lockheed Martin, and the necessity to limit disclosure where it could affect the company's competitive advantage outweigh the potential benefits that may be derived from this proposal. 04/20/04 - A M & T Bank Corp. *MTB* 55261F104 02/27/04 23,200 1 Elect Directors For Split Mgmt 1.1 Elect Director William F. Allyn --- For We recommend a vote FOR the directors with the exception of independent outsider Richard E. Garman. We recommend that shareholders WITHHOLD votes from Richard E. Garman for poor attendance. 1.2 Elect Director Brent D. Baird --- For 1.3 Elect Director Robert J. Bennett --- For 1.4 Elect Director C. Angela Bontempo --- For 1.5 Elect Director Robert T. Brady --- For 1.6 Elect Director Emerson L. Brumback --- For 1.7 Elect Director Michael D. Buckley --- For 1.8 Elect Director Patrick J. Callan --- For 1.9 Elect Director R. Carlos Carballada --- For 1.10 Elect Director T. Jefferson Cunningham III --- For 1.11 Elect Director Donald Devorris --- For 1.12 Elect Director Richard E. Garman --- Withhold 1.13 Elect Director James V. Glynn --- For 1.14 Elect Director Derek C. Hathaway --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 43
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.15 Elect Director Daniel R. Hawbaker --- For 1.16 Elect Director Patrick W.E. Hodgson --- For 1.17 Elect Director Gary Kennedy --- For 1.18 Elect Director Richard G. King --- For 1.19 Elect Director Reginald B. Newman, II --- For 1.20 Elect Director Jorge G. Pereira --- For 1.21 Elect Director Michael P. Pinto --- For 1.22 Elect Director Robert E. Sadler, Jr. --- For 1.23 Elect Director Eugene J. Sheehy --- For 1.24 Elect Director Stephen G. Sheetz --- For 1.25 Elect Director Herbert L. Washington --- For 1.26 Elect Director Robert G. Wilmers --- For 2 Ratify Auditors For For Mgmt 04/27/04 - A Merck & Co., Inc. *MRK* 589331107 02/24/04 42,700 1 Elect Directors For For Mgmt 1.1 Elect Director Peter C. Wendell --- For We recommend a vote FOR the directors. 1.2 Elect Director William G. Bowen --- For 1.3 Elect Director William M. Daley --- For 1.4 Elect Director Thomas E. Shenk --- For 1.5 Elect Director Wendell P. Weeks --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Prohibit Awards to Executives Against Against ShrHoldr 5 Develop Ethical Criteria for Patent Against Against ShrHoldr Extension 6 Link Executive Compensation to Against Against ShrHoldr Social Issues 7 Report on Political Contributions Against Against ShrHoldr 8 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic 05/12/04 - A Murphy Oil Corp. *MUR* 626717102 03/15/04 16,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Frank W. Blue --- For We recommend a vote FOR the directors with the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 44
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- exception of R. Madison Murphy. We recommend that shareholders WITHHOLD votes from R. Madison Murphy for standing as an affiliated outsider on the Audit Committee. 1.2 Elect Director George S. Dembroski --- For 1.3 Elect Director Claiborne P. Deming --- For 1.4 Elect Director Robert A. Hermes --- For 1.5 Elect Director R. Madison Murphy --- Withhold 1.6 Elect Director William C. Nolan, Jr. --- For 1.7 Elect Director Ivar B. Ramberg --- For 1.8 Elect Director David J. H. Smith --- For 1.9 Elect Director Caroline G. Theus --- For 2 Ratify Auditors For For Mgmt 06/01/04 - A Nabors Industries, Ltd. *NBR* G6359F103 04/08/04 21,000 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director James L. Payne --- For These are routine board elections. 1.2 Elect Director Hans W. Schmidt --- For 2 Ratify Auditors For For Mgmt 3 SHAREHOLDER PROPOSAL TO CHANGE Against Against Mgmt NABORS JURISDICTION OF INCORPORATION FROM BERMUDA TO DELAWARE. ISS believes that support of this shareholder resolution is not warranted at this time as the board has adequately addressed many of the concerns associated with this proposal. Based on our assessment of the significant economic benefits to shareholders and the company's good disclosure, transparency, and the commitments made to reduce shareholders' jurisdictional concerns, ISS recommends that shareholders oppose this shareholder-requisitioned proposal. 04/22/04 - A Pfizer Inc. *PFE* 717081103 02/27/04 53,400 1 Elect Directors For For Mgmt 1.1 Elect Director Michael S. Brown --- For We recommend a vote FOR the directors.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 45
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.2 Elect Director M. Anthony Burns --- For 1.3 Elect Director Robert N. Burt --- For 1.4 Elect Director W. Don Cornwell --- For 1.5 Elect Director William H. Gray III --- For 1.6 Elect Director Constance J. Horner --- For 1.7 Elect Director William R. Howell --- For 1.8 Elect Director Stanley O. Ikenberry --- For 1.9 Elect Director George A. Lorch --- For 1.10 Elect Director Henry A. Mckinnell --- For 1.11 Elect Director Dana G. Mead --- For 1.12 Elect Director Franklin D. Raines --- For 1.13 Elect Director Ruth J. Simmons --- For 1.14 Elect Director William C. Steere, Jr. --- For 1.15 Elect Director Jean-Paul Valles --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.88 percent is within the allowable cap for this company of 6.79 percent. Additionally, this plan expressly forbids repricing. 4 Report on Operational Impact of Against Against ShrHoldr HIV/AIDS, TB, and Malaria Pandemic In this case, we believe that the company has taken certain actions to help address the affects of this healthcare crisis in emerging markets. These actions are similar in nature and scope to those taken by industry peers and competitors, and represent an acknowledgement of the effect that the HIV/AIDS, TB, and malaria pandemic could have on company strategy and operations. As such, when considering the scope of Pfizer's initiatives to address this crisis and current level of disclosure, we do not believe that the report requested in this proposal will provide information to shareholders commensurate with the potential difficulties and expenses of preparing the report. Therefore, we do not recommend shareholder support for the resolution at this time. 5 Cease Political Against Against ShrHoldr Contributions/Activities Interaction between corporate America and the political process has been a topic of debate for several years. Increasing scrutiny during and election year and in the wake of corporate scandals has led to a surge in shareholder activism on issues of political contributions. Opponents of corporate political
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 46
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- contributions argue that companies spending scarce resources on expensive lobbying efforts and donating to PACs would be better off investing that money on new procedures that will better position the company to deal with the coming regulations or improve its operations. Conversely, corporate responses tend to suggest that company involvement in the political process can be beneficial to the business interests of the company and, ultimately, shareholder value. When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In this case, the proponent has requested that the company completely refrain from political contributions without providing a business case for the resolution. Moreover, we note that the company complies with all appropriate state and federal laws regarding campaign contributions. Therefore, based on the level of government oversight on political contributions and lack of supporting information for this proposal, ISS recommends that shareholders vote against this item. 6 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Pfizer, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, interested parties can view information on the company's political contributions and donations on a report published at the end of each election cycle. Finally, the scope and nature of the information requested in this proposal may not be substantially different from data currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 7 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 47
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- reelect directors as they see fit. 8 Report on Drug Pricing Against Against ShrHoldr When evaluating drug-pricing proposals, ISS considers the economic benefits of providing subsidized drugs (e.g., public goodwill) against the potential costs in terms of reduced profits, lower R&D spending, and harm to competitiveness. Additionally, the company's current policies are taken into account, including any existing subsidy or donor programs that make life-saving pharmaceuticals more accessible to financially needy patients. Finally, we consider the degree to which peer companies have implemented price restraints. Specifically, this proposal calls for the company to limit price increases to a level below that of the annual inflation rate, and report to shareholders on these initiatives. While ISS generally supports increased disclosure that may help shareholders better evaluate their investment, the cost and difficulty in generating this information should be offset by benefits gained from the report. In this case, we also note that the structure of the proposal includes commitment to a pricing policy along with the report. Pfizer has implemented several programs to assist in increasing accessibility to their products for the financially needy. Additionally, the company provides information on these discount, subsidy, and assistance programs in its public filings and on the company website. Finally, ISS agrees with the company that linking drug pricing to the inflation rate may place the company at a competitive disadvantage by artificially discounting prices below those of competitors' products and limiting resources to invest in research and development. Therefore, ISS recommends that shareholders vote against this proposal. 9 Limit Awards to Executives Against Against ShrHoldr 10 Amend Animal Testing Policy Against Against ShrHoldr In this case, Pfizer has developed a policy that calls for utilizing in vitro testing wherever possible provided it complies with regulations and does not effect the analysis of treatment effectiveness or patient safety. Additionally, in some cases alternative methods of testing may be not feasible or meet criteria established by the government. Moreover, the level of live animal testing at Pfizer appears to be consistent with industry standards on the topic. As such, ISS does not recommend shareholder support for the resolution at this time.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 48
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 05/12/04 - A Progress Energy, Inc. *PGN* 743263105 03/05/04 43,649 1 Elect Directors For For Mgmt 2 Prohibit Awards to Executives Against Against ShrHoldr 05/18/04 - A ProLogis *PLD* 743410102 03/17/04 31,800 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan V. Vote Recommendation The total cost of the company's plans of 2.05 percent is within the allowable cap for this company of 5.36 percent. 3 Ratify Auditors For For Mgmt 06/08/04 - A Prudential Financial Inc *PRU* 744320102 04/12/04 43,800 1 Elect Directors For For Mgmt 1.1 Elect Director Arthur F. Ryan --- For 1.2 Elect Director Gaston Caperton --- For 1.3 Elect Director Gilbert F. Casellas --- For 1.4 Elect Director Karl J. Krapek --- For 1.5 Elect Director Ida F.S. Schmertz --- For 2 Ratify Auditors For For Mgmt 3 Cease Charitable Contributions Against Against ShrHoldr ISS generally believes that charitable contributions are beneficial to the company when they are donated in good faith and in the absence of gross negligence or self-dealing of management. These contributions assist in worthwhile causes and can help generate goodwill within the community. Prudential Financial's charitable contributions donate to causes that management believes are beneficial to the communities in which the company operates and in the best interests of the company. Therefore, lacking evidence to the contrary, we believe that continuing these charitable contributions is in the best interests of the shareholders. 4 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 49
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- without a shareholder vote. 05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 24,878 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald M. Gross --- For 1.2 Elect Director Thomas I. Morgan --- For 1.3 Elect Director Katherine D. Ortega --- For 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.46 percent is within the allowable cap for this company of 11.34 percent. Additionally, this plan expressly forbids repricing. In 2003, the company granted over 25 percent of its total grants to its top five named executives. 04/30/04 - A SBC Communications Inc. *SBC* 78387G103 03/02/04 36,500 1 Elect Directors For For Mgmt 1.1 Elect Director James E. Barnes --- For 1.2 Elect Director James A. Henderson --- For 1.3 Elect Director John B. McCoy --- For 1.4 Elect Director S. Donley Ritchey --- For 1.5 Elect Director Joyce M. Roche --- For 1.6 Elect Director Patricia P. Upton --- For 2 Ratify Auditors For For Mgmt 3 Amend Bylaws For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of SBC Communications, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Moreover, the company's attorneys closely monitor compliance with these laws. Finally, the extensive scope of the reports
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 50
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds. 5 Change Size of Board of Directors Against Against ShrHoldr Given that: (1) the company's corporate governance guidelines address the proponent's concern regarding the size of the board and (2) the company has laid out a plan to reduce the size of the board to 13 directors by 2006, we do not believe this item warrants shareholder support. 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 19,700 *SPG* 1 Elect Directors For For Mgmt 1.1 Elect Director Birch Bayh --- For We recommend a vote FOR the directors. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director G. William Miller --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent a substantial role of the lead director, we believe that a company of this size should be able to find an independent qualified director willing to serve as chairman. 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 30,200 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 1.1 Elect Director Eric Hippeau --- For We recommend FOR the directors. 1.2 Elect Director Daniel Yih --- For 1.3 Elect Director Kneeland Youngblood --- For 2 Ratify Auditors For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 51
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.11 percent is within the allowable cap for this company of 12.26 percent. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 05/07/04 - A Temple-Inland Inc. *TIN* 879868107 03/10/04 18,400 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/03/04 - A The Boeing Co. *BA* 097023105 03/05/04 48,700 1 Elect Directors For Split Mgmt 1.1 Elect Director John H. Biggs --- Withhold 1.2 Elect Director John E. Bryson --- Withhold 1.3 Elect Director Linda Z. Cook --- For 1.4 Elect Director Rozanne L. Ridgway --- Withhold 2 Reduce Supermajority Vote For For Mgmt Requirement 3 Ratify Auditors For For Mgmt 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Adopt Amended Workplace Code of Against For ShrHoldr Conduct 6 Declassify the Board of Directors Against For ShrHoldr 7 Amend Vote Requirements to Amend Against For ShrHoldr Articles/Bylaws/Charter 8 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote 9 Adopt a Policy that will Commit Against For ShrHoldr Executive & Directors to Hold at least 75% of their Shares 10 Provide Employees Choice of Pension Against Against ShrHoldr Plans at Retirement or Termination 04/16/04 - A Union Pacific Corp. *UNP* 907818108 02/06/04 31,900 1 Elect Directors For For Mgmt 1.1 Elect Director P.F. Anschutz --- For We recommend a vote FOR the directors.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 52
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.2 Elect Director R.K. Davidson --- For 1.3 Elect Director T.J. Donohue --- For 1.4 Elect Director A.W. Dunham --- For 1.5 Elect Director S.F. Eccles --- For 1.6 Elect Director I.J. Evans --- For 1.7 Elect Director J.R. Hope --- For 1.8 Elect Director M.W. Mcconnell --- For 1.9 Elect Director S.R. Rogel --- For 1.10 Elect Director E. Zedillo --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.73 percent is within the allowable cap for this company of 8.60 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Limit Executive Compensation Against Against ShrHoldr While we do like some of the elements of the restricted stock proposal, such as granting restricted stock based on achievement of performance criteria and disclosure of actual hurdle rates for the performance criteria, given the fact that the proponent asks for a complete substitution of options with restricted stock, we believe the proposal is unduly restrictive. 5 Report on Political Against Against ShrHoldr Contributions/Activities When reviewing requests for proposals on political contributions, ISS takes into account the scope and nature of the request, the company's adherence to laws and regulations governing political contributions, and company policies and additional disclosure on such contributions. In the case of Union Pacific, we note that the company follows all state and local laws regarding contributions to political candidates or organizations. Additionally, interested parties can request information on the company's political contributions and donations through the company's Governmental Affairs Department. Finally, the extensive scope of the reports requested in this proposal may not be substantially different from information currently available and could prove costly and difficult for the company to publish in a formal report. As such, it does not appear that preparing and publicizing such reports in the manner requested by the proponent would be the most effective use of shareholder funds.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 53
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/14/04 - A United Technologies Corp. 913017109 02/17/04 23,700 *UTX* 1 Elect Directors For For Mgmt 1.1 Elect Director Betsy J. Bernard --- For We recommend a vote FOR the directors. 1.2 Elect Director George David --- For 1.3 Elect Director Jean-Pierre Garnier --- For 1.4 Elect Director Jamie S. Gorelick --- For 1.5 Elect Director Charles R. Lee --- For 1.6 Elect Director Richard D. McCormick --- For 1.7 Elect Director Harold McGraw III --- For 1.8 Elect Director Frank P. Popoff --- For 1.9 Elect Director H. Patrick Swygert --- For 1.10 Elect Director Andre Villeneuve --- For 1.11 Elect Director H. A. Wagner --- For 1.12 Elect Director Christine Todd Whitman --- For 2 Ratify Auditors For For Mgmt 3 Disclosure of Executive Compensation Against Against ShrHoldr 4 Develop Ethical Criteria for Against Against ShrHoldr Military Contracts 5 Performance-Based/Indexed Options Against For ShrHoldr 6 Separate Chairman and CEO Positions Against For ShrHoldr United Technologies Corporation has a 2/3 independent board, all-independent key committees with committee chairpersons nominated by independent directors and established governance guidelines. However, the duties of presiding director does not include approving information sent to the board, approving meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items. We believe that the company's governance structure does not provide a satisfactory balance to a unified chairman and CEO position. 05/12/04 - A Univision Communications Inc. 914906102 03/15/04 30,200 *UVN* 1 Elect Directors For Split Mgmt 1.1 Elect Director A. Jerrold Perenchio --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsider John G. Perenchio, and insiders McHenry T. Tichenor, Jr., Ray Rodriguez, and A. Jerrold Perenchio. We recommend
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 54
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- that shareholders WITHHOLD votes from McHenry T. Tichenor, Jr., Ray Rodriguez, John G. Perenchio, and A. Jerrold Perenchio for failure to establish a majority independent board and an independent nominating committee. 1.2 Elect Director Fernando Aguirre --- For 1.3 Elect Director Harold Gaba --- For 1.4 Elect Director Alan F. Horn --- For 1.5 Elect Director John G. Perenchio --- Withhold 1.6 Elect Director Ray Rodriguez --- Withhold 1.7 Elect Director McHenry T. Tichenor, Jr. --- Withhold 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.96 percent is within the allowable cap for this company of 12.71 percent. Additionally, this plan expressly forbids repricing. 04/28/04 - A Verizon Communications *VZ* 92343V104 03/01/04 26,038 1 Elect Directors For For Mgmt 1.1 Elect Director James R. Barker --- For ISS Conclusion: Despite the fact that our pay-for- performance criteria are not technically violated, we are troubled by the aggregate amounts paid to the company's top executives in light of the recent negative shareholder returns. At this time, we recommend a vote FOR all director nominees, but will continue to monitor the company's compensation practices and board accountability in the coming year. 1.2 Elect Director Richard L. Carrion --- For 1.3 Elect Director Robert W. Lane --- For 1.4 Elect Director Sandra O. Moose --- For 1.5 Elect Director Joseph Neubauer --- For 1.6 Elect Director Thomas H. O'Brien --- For 1.7 Elect Director Hugh B. Price --- For 1.8 Elect Director Ivan G. Seidenberg --- For 1.9 Elect Director Walter V. Shipley --- For 1.10 Elect Director John R. Stafford --- For 1.11 Elect Director Robert D. Storey --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 55
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 2 Ratify Auditors For For Mgmt 3 Restore or Provide for Cumulative Against For ShrHoldr Voting ISS Conclusion: In this case, the company fails to meet all of the aforementioned corporate governance and performance criteria. Accordingly, the proposal warrants shareholder support. 4 Require Majority of Independent Against Against ShrHoldr Directors on Board ISS Conclusion: Because the company already satisfies ISS guidelines on independence and has already established a formal independence policy that goes above and beyond ISS requirements, we believe that this proposal does not warrant shareholder support. 5 Separate Chairman and CEO Positions Against For ShrHoldr ISS Conclusion: Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 6 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote ISS Conclusion: Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. 7 Submit Executive Compensation to Against For ShrHoldr Vote ISS Conclusion: Because the SERP may confer extraordinary benefits not included in employee-wide plans, we believe that the proposal warrants shareholder support. 8 Prohibit Awards to Executives Against Against ShrHoldr ISS Conclusion: We cannot support the outright prohibition on tracking stock equity awards called for in this proposal. Should the company in the future decide to issue a tracking stock and concurrent awards, we would apply our analytical criteria at that point to decide whether such awards deserve shareholder support. 9 Report on Stock Option Distribution Against Against ShrHoldr by Race and Gender ISS Conclusion: In light of the company's commitment to racial and gender diversity and the current level of disclosure on these issues, we do not believe that the report specified by this proposal is necessary at this time.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 56
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD BALANCED FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 10 Report on Political Against Against ShrHoldr Contributions/Activities ISS Conclusion: We agree with management on this issue. The laws that govern a company's political activities and the company's commitment to employees' rights regarding political activities are stringent enough to ensure political nonpartisanship. 11 Cease Charitable Contributions Against Against ShrHoldr ISS Conclusion: We do not believe that the fees in question represent dubious or unreasonable charges and agree with the company that eliminating such charges could result in a competitive disadvantage in the industry.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 57
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 07/29/03 - A Airgas, Inc. *ARG* 009363102 06/19/03 17,200 1 Elect Directors For For 1.1 Elect Director James W. Hovey --- For We recommend a vote FOR the directors. 1.2 Elect Director Paula A. Sneed --- For 1.3 Elect Director David M. Stout --- For 1.4 Elect Director William O. Albertini --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 4 Ratify Auditors For For 08/13/03 - A Bradley Pharmaceuticals, Inc. 104576103 06/27/03 19,400 *BDY* 1 Elect Directors For Split 1.1 Elect Director Bruce Simpson as Common Stock Director --- Withhold For the holders of common stock, we recommend that shareholders vote FOR Alan Wolin, Ph.D., but WITHHOLD votes from affiliated outsiders Steven Kriegsman and Bruce Simpson for failure to establish an independent nominating committee. For the holders of Class B common stock, we recommend that shareholders vote FOR the directors with the exception of insiders Daniel and Iris Glassman for standing as insiders on the Compensation Committee and for failure to establish an independent nominating committee. 1.2 Elect Director Alan Wolin, Ph.D. as Common Stock Director --- For 1.3 Elect Director Steven Kriegsman as Common Stock Director --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director Daniel Glassman as Class B Common Stock Director --- Withhold 1.5 Elect Director Iris Glassman as Class B Common Stock Director --- Withhold 1.6 Elect Director Andre Fedida, M.D. as Class B Common Stock Director --- For 1.7 Elect Director Michael Bernstein as Class B Common Stock Director --- For 1.8 Elect Director C. Ralph Daniel, III, M.D. as Class B Common Stock Director --- For 07/17/03 - A Centex Corp. *CTX* 152312104 05/29/03 3,200 1 Elect Directors For For 1.1 Elect Director Dan W. Cook III --- For We recommend a vote FOR the directors. 1.2 Elect Director Thomas J. Falk --- For 1.3 Elect Director Laurence E. Hirsch --- For 1.4 Elect Director Thomas M. Schoewe --- For 2 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Approve Omnibus Stock Plan For Against Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 11.85 percent is above the allowable cap for this company of 8.56 percent. 4 Ratify Auditors For For 09/03/03 - A Commonwealth Telephone 203349105 06/20/03 5,600 Enterprises, Inc. *CTCO* 1 Elect Directors For Split 1.1 Elect Director Walter Scott, Jr. --- For We recommend a vote FOR the directors with the exception of David C. McCourt. We recommend that shareholders WITHHOLD votes from David C.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- McCourt for failure to establish an independent nominating committee. 1.2 Elect Director David C. Mitchell --- For 1.3 Elect Director David C. McCourt --- Withhold 1.4 Elect Director Daniel E. Knowles --- For 2 Ratify Auditors For For 3 Convert Class B common shares into For For common shares ISS has long advocated against dual-class structures with unequal voting rights, which adversely impacts the rights of common shareholders. Therefore we commend the company for eliminating this dual class structure. The dilution arising from the conversion is low and the premium appears to be within the range of comparable trading premiums for higher voting stock of companies with dual class structures with unequal voting rights. Therefore we believe the transaction aligns the economic interests and voting control of Class B shareholders with common shareholders and provides flexibility for future financing or business combination transactions. 4 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes. 08/04/03 - A Gart Sports Co. 366630101 06/18/03 15,500 1 Elect Directors For Split 1.1 Elect Director Gordon D. Barker --- For We recommend a vote FOR the directors with the exceptions of Jonathan D. Sokoloff, Jonathan A. Seiffer, Marilyn Oshman, and John Douglas Morton for failure to establish an independent nominating committee. We also recommend that shareholders WITHHOLD votes from Jonathan A. Seiffer for standing as an affiliated outsider on the Audit Committee, Jonathan D. Sokoloff for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Peter R. Formanek --- For 1.3 Elect Director John Douglas Morton --- Withhold 1.4 Elect Director Marilyn Oshman --- Withhold 1.5 Elect Director Jonathan A. Seiffer --- Withhold 1.6 Elect Director Jonathan D. Sokoloff --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 1.7 Elect Director Larry D. Strutton --- For 2 Approve Merger Agreement For For Conclusion: Based on the fairness opinion and the potential strategic synergies, we believe the merger agreement warrants shareholder support. 3 (i) Change Company Name For For 3 (ii Increase Authorized Preferred and For Against Common Stock The requested increase of 53,000,000 shares is above the allowable threshold of 48,400,000 shares. Additional authorized stock could improve the company's ability to finance growth or acquire other companies. However, companies can use blank check preferred stock as a takeover defense by placing blocks of shares with parties friendly to management. Also, blank check preferred shares can substantially dilute common shareholders' voting power and equity interest. Finally, preferred shareholders receive dividends and distributions in liquidation before holders of common stock. In this case, the company already has authorized blank check preferred stock and has issued none. In the absence of a more compelling reason to increase the authorization, there is no legitimate reason to do so. 4 Approve Omnibus Stock Plan For Against Vote Recommendation Although the total cost of the company's plans of 11.31 percent is within the allowable cap for this company of 15.70 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 5 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 6 Adjourn Meeting For Against Once their votes have been cast, there is no justification for spending more money to continue pressing shareholders for more votes.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 08/14/03 - A Polo Ralph Lauren Corp. *RL* 731572103 06/19/03 13,600 1 Elect Directors For Split 1.1 Elect Director Arnold H. Aronson as Class A Director --- Withhold We recommend a vote FOR the directors with the exception Arnold H. Aronson for failure to establish an independent nominating committee. 1.2 Elect Director Dr. Joyce F. Brown as Class A Director --- For 2 Amend Executive Incentive Bonus Plan For For The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 3 Ratify Auditors For For 09/24/03 - S UTStarcom, Inc. *UTSI* 918076100 08/15/03 4,100 1 Increase Authorized Common Stock For For 08/08/03 - A Zoran Corp. *ZRAN* 98975F101 06/30/03 14,200 1 Approve Merger Agreement For For Conclusion: Based on the market premium and the fairness opinion, we believe the merger agreement warrants shareholder support. 2 Elect Directors For For 2.1 Elect Director Levy Gerzberg --- For We recommend a vote FOR the directors. 2.2 Elect Director Uzia Galil --- For 2.3 Elect Director James D. Meindl --- For 2.4 Elect Director James B. Owens, Jr. --- For 2.5 Elect Director Arthur B. Stabenow --- For 2.6 Elect Director Philip M. Young --- For 3 Increase Authorized Common Stock For For The requested increase of 50,000,000 shares is below the allowable threshold of 82,500,000 shares. 4 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 5 Ratify Auditors For For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 09/25/03 - A American Financial Realty Trust 02607P305 08/08/03 8,600 *AFR* 1 Declassify the Board of Directors For For ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 2.a.1 Elect Trustee Glenn Blumenthal For For We recommend a vote FOR the directors. 2.a.2 Elect Trustee John M. Eggemeyer III For For 2.a.3 Elect Trustee Raymond Garea For For 2.a.4 Elect Trustee Michael J. Hagan For For 2.a.5 Elect Trustee John P. Hollihan III For For 2.a.6 Elect Trustee William M. Kahane For For 2.a.7 Elect Trustee Richard A. Kraemer For For 2.a.8 Elect Trustee Lewis S. Ranieri For For 2.a.9 Elect Trustee Nicholas S. Schorsch For For 2.a.0 Elect Trustee J. Rock Tonkel For For 2.b.1 Elect Trustee Glenn Blumenthal For For We recommend a vote FOR the directors. 2.b.2 Elect Trustee Raymond Garea For For 2.b.3 Elect Trustee William M. Kahane For For 3 Amend Omnibus Stock Plan For For Vote Recommendation The total cost of the company's plans of 6.50 percent is within the allowable cap for this company of 12.77 percent. Additionally, this plan expressly forbids repricing. 09/26/03 - A Catellus Development Corp. 149111106 08/14/03 10,900 *CDX* 1 Approve Merger Agreement For For 2 Elect Directors For Split 2.1 Elect Director Joseph F. Alibrandi --- For We recommend a vote FOR the directors with the exception of Deanna W. Oppenheimer. We recommend that shareholders WITHHOLD votes from Deanna W. Oppenheimer for standing as an affiliated outsider on the Nominating Committee. 2.2 Elect Director Stephen F. Bollenbach --- For 2.3 Elect Director Daryl J. Carter --- For 2.4 Elect Director Richard D. Farman --- For 2.5 Elect Director Christine Garvey --- For 2.6 Elect Director William M. Kahane --- For 2.7 Elect Director Leslie D. Michelson --- For 2.8 Elect Director Deanna W. Oppenheimer --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 10/15/03 - A Briggs & Stratton Corp. *BGG* 109043109 08/21/03 900 1 Elect Directors For For 11/25/03 - A CBRL Group, Inc. *CBRL* 12489V106 09/26/03 6,800 1 Elect Directors For Split 1.1 Elect Director James D. Carreker --- For 1.2 Elect Director Robert V. Dale --- For 1.3 Elect Director Dan W. Evins --- For 1.4 Elect Director Robert C. Hilton --- For 1.5 Elect Director Charles E. Jones, Jr. --- For 1.6 Elect Director B. F. 'Jack' Lowery --- Withhold 1.7 Elect Director Gordon L. Miller --- For 1.8 Elect Director Martha M. Mitchell --- Withhold 1.9 Elect Director Andrea M. Weiss --- For 1.10 Elect Director Jimmie D. White --- Withhold 1.11 Elect Director Michael A. Woodhouse --- For 2 Ratify Auditors For For 11/20/03 - S Evergreen Resources, Inc. *EVG* 299900308 09/26/03 9,200 1 Increase Authorized Common Stock For For The requested increase of 50,000,000 shares is below the allowable threshold of 80,000,000 shares. 11/07/03 - A II-VI Inc. *IIVI* 902104108 09/10/03 15,100 1 Elect Directors For Split 1.1 Elect Director Duncan A.J. Morrison --- Withhold We recommend a vote FOR the directors with the exception of Duncan A.J. Morrison. We recommend that shareholders WITHHOLD votes from Audit Committee member Duncan A.J. Morrison for paying excessive non-audit fees. 1.2 Elect Director Marc Y.E. Pelaez --- For 2 Ratify Auditors For Against Shareholder Proposal 3 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote In this case, the company's rights plan was not
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- approved by shareholders nor does it embody the above features that ISS recommends. We therefore agree with the proponent that the current pill should be redeemed and any new pill be put to a shareholder vote. 11/24/03 - A International Rectifier Corp. 460254105 09/26/03 6,100 *IRF* 1 Elect Directors For For 1.1 Elect Director James D. Plummer --- For We recommend a vote FOR the directors. 1.2 Elect Director Minoru Matsuda --- For 1.3 Elect Director Robert S. Attiyeh --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Amend Omnibus Stock Plan For Against Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 20.24 percent is above the allowable cap for this company of 12.77 percent. 4 Ratify Auditors For For 12/11/03 - S K-Swiss, Inc. *KSWS* 482686102 11/03/03 7,100 1 Increase Authorized Common Stock For Against The requested increase of 54,000,000 shares is below the allowable threshold of 63,000,000 shares. However, this request is bundled with a request to increase the number of authorized Class B common shares. ISS advocates a one-share, one-vote policy and frowns on companies that have different classes of common stock with disparate voting rights. This effectively gives one class of shareholders, and, in this case, one insider, disproportionate voting power in the company in relation to its equity position. As such, we do not believe that this proposal warrants shareholder support. 11/13/03 - A Resmed, Inc. *RMD* 761152107 09/15/03 6,300 1 Elect Directors For For 1.1 Elect Director Peter C. Farrell, Ph.D. --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- We recommend a vote FOR the directors. 1.2 Elect Director Gary W. Pace, Ph.D. --- For 2 Approve Employee Stock Purchase Plan For For ISS approves of this plan because it complies with Section 423 of the Internal Revenue Code, the number of shares being reserved is relatively conservative, the offering period is reasonable, and there are limits on participation. 3 Approve Increase in Non-Executive For For Director Fees We believe these fees represent an appropriate form of compensation for the company's directors. As such, this item warrants shareholder approval. 4 Ratify Auditors For For 11/04/03 - A Southern Union Co. *SUG* 844030106 09/15/03 11,130 1 Elect Directors For Split 1.1 Elect Director John E. Brennan --- For We recommend a vote FOR the directors with the exception of Frank W. Denius, from whom we recommend shareholders WITHHOLD votes for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees. 1.2 Elect Director Frank W. Denius --- Withhold 1.3 Elect Director Ronald W. Simms --- For 2 Approve Omnibus Stock Plan For Against Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 8.26 percent is above the allowable cap for this company of 5.15 percent. 3 Approve Executive Incentive Bonus For For Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- Vote Summary Report 03/02/04 - A Engineered Support Systems, 292866100 01/16/04 7,200 Inc. *EASI* 1 Elect Directors For Split 1.1 Elect Director William H.T. Bush --- For We recommend a vote FOR the directors with the exceptions of affiliated outsider Earl W. Wims, Ph.D. and independent outsider General Crosbie E. Saint. We recommend that shareholders WITHHOLD votes from General Crosbie E. Saint for poor attendance and Earl W. Wims, Ph.D. for standing as an affiliated outsider on the Compensation Committee. 1.2 Elect Director Gerald E. Daniels --- For 1.3 Elect Director Ronald W. Davis --- For 1.4 Elect Director S. Lee Kling --- For 1.5 Elect Director General Crosbie E. Saint --- For 1.6 Elect Director Earl W. Wims, Ph.D. --- Withhold 2 Approve Stock Option Plan For For V. Vote Recommendation The total cost of the company's plans of 11.31 percent is within the allowable cap for this company of 12.75 percent. Additionally, this plan expressly forbids repricing. 3 Approve Stock Option Plan For For VI. Vote Recommendation The total cost of the company's plans of 11.31 percent is within the allowable cap for this company of 12.75 percent. Additionally, this plan expressly forbids repricing. 02/05/04 - A Griffon Corp. *GFF* 398433102 12/26/03 13,600 1 Elect Directors For For 01/26/04 - S International Rectifier Corp. 460254105 12/19/03 6,100 *IRF* 1 Increase Authorized Common Stock For For The requested increase of 180,000,000 shares is below the allowable threshold of 217,500,000 shares. 01/29/04 - A Planar Systems, Inc. *PLNR* 726900103 12/12/03 11,600 1 Elect Directors For For 1.1 Elect Director Heinrich Stenger --- For We recommend that shareholders vote FOR Heinrich Stenger but WITHHOLD votes from Audit Committee member William D. Walker for paying excessive non-
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- audit fees. 1.2 Elect Director William D. Walker --- For 01/26/04 - A Schnitzer Steel Industries, 806882106 11/28/03 7,700 Inc. *SCHN* 1 Elect Directors For Split 1.1 Elect Director Robert W. Philip --- Withhold We recommend a vote FOR the directors with the exceptions of Scott Lewis, Jean S. Reynolds, Carol S. Lewis, Dori Schnitzer, Gary Schnitzer, Kenneth M. Novack, and Robert W. Philip. We recommend that shareholders WITHHOLD votes from Scott Lewis, Jean S. Reynolds, Carol S. Lewis, Dori Schnitzer, Gary Schnitzer, Kenneth M. Novack, and Robert W. Philip for failure to establish an independent nominating committee. Note that the company indicated in its proxy statement that it intends to appoint a nominating committee in 2004. 1.2 Elect Director Kenneth M. Novack --- Withhold 1.3 Elect Director Gary Schnitzer --- Withhold 1.4 Elect Director Dori Schnitzer --- Withhold 1.5 Elect Director Carol S. Lewis --- Withhold 1.6 Elect Director Jean S. Reynolds --- Withhold 1.7 Elect Director Scott Lewis --- Withhold 1.8 Elect Director Robert S. Ball --- For 1.9 Elect Director William A. Furman --- For 1.10 Elect Director Ralph R. Shaw --- For Shareholder Proposal 2 Require Majority of Independent Against For Directors on Board Although ISS has a different definition for classifying independent directors, we believe this proposal sends an important message to management and is in shareholders' best interests. 03/17/04 - A Shuffle Master, Inc. *SHFL* 825549108 01/27/04 10,800 1 Elect Directors For For 1.1 Elect Director Mark L. Yoseloff --- For We recommend a vote FOR the directors. 1.2 Elect Director Garry W. Saunders --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Jan 01, 2004 - Mar 31, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 1.3 Elect Director Ken Robson --- For 1.4 Elect Director Don R. Kornstein --- For 2 Approve Omnibus Stock Plan For For V. Vote Recommendation The total cost of the company's plans of 12.19 percent is within the allowable cap for this company of 19.96 percent. Additionally, this plan expressly forbids repricing. 3 Approve Non-Employee Director For For Omnibus Stock Plan VI. Vote Recommendation The total cost of the company's plans of 9.15 percent is within the allowable cap for this company of 19.96 percent. Additionally, this plan expressly forbids repricing. 02/06/04 - A Sybron Dental Specialties, Inc. 871142105 12/17/03 11,200 *SYD* 1 Elect Directors For For 1.1 Elect Director James R. Parks --- For We recommend a vote FOR the directors. 1.2 Elect Director Floyd W. Pickrell, Jr. --- For 1.3 Elect Director William E. B. Siart --- For 02/26/04 - A Tetra Tech, Inc. *TTEK* 88162G103 12/29/03 14,700 1 Elect Directors For For 1.1 Elect Director Li-San Hwang --- For We recommend a vote FOR the directors. 1.2 Elect Director James M. Jaska --- For 1.3 Elect Director J. Christopher Lewis --- For 1.4 Elect Director Patrick C. Haden --- For 1.5 Elect Director James J. Shelton --- For 1.6 Elect Director Daniel A. Whalen --- For 1.7 Elect Director Hugh M. Grant --- For 1.8 Elect Director Richard H. Truly --- For 2 Amend Employee Stock Purchase Plan For For ISS approves of this item because the plan complies with Section 423 of the Internal Revenue Code, the number of shares being added is relatively conservative, the offering period is reasonable, and there are limitations on participation. 3 Ratify Auditors For For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 06/16/04 - A Aeropostale, Inc *ARO* 007865108 04/29/04 5,400 1 Classify the Board of Directors For Against Mgmt The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 2 Elect Directors For For Mgmt 2.1 Elect Director Julian R. Geiger --- For We recommend a vote FOR the directors. 2.2 Elect Director John S. Mills --- For 2.3 Elect Director Bodil Arlander --- For 2.4 Elect Director Ronald L. Beegle --- For 2.5 Elect Director Mary Elizabeth Burton --- For 2.6 Elect Director Robert B. Chavez --- For 2.7 Elect Director David Edwab --- For 2.8 Elect Director John D. Howard --- For 2.9 Elect Director David B. Vermylen --- For 3 Approve Executive Incentive Bonus For For Mgmt Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before bonus awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/13/04 - A AMCOL International Corp. 02341W103 03/19/04 11,800 *ACO* 1 Elect Directors For For Mgmt 05/27/04 - A Anteon International Corp. 03674E108 03/29/04 4,200 *ANT* 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- V. Vote Recommendation The total cost of the company's plans of 10.21 percent is within the allowable cap for this company of 19.55 percent. 3 Ratify Auditors For For Mgmt 04/28/04 - A August Technology Corporation 05106U105 03/04/04 14,600 *AUGT* 1 Fix Number of Directors For For Mgmt 2 Elect Directors For For Mgmt 2.1 Elect Director Jeff L. O'Dell --- For We recommend a vote FOR the directors. 2.2 Elect Director Michael W. Wright --- For 3 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 11.68 percent is within the allowable cap for this company of 12.53 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 06/10/04 - A Avocent Corporation *AVCT* 053893103 04/30/04 3,900 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/15/04 - A Bradley Pharmaceuticals, Inc. 104576103 04/26/04 4,900 *BDY* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Bernstein --- Withhold We recommend a vote FOR Steven Kriegsman, but WITHHOLD votes from all of the other nominees. We recommend that shareholders WITHHOLD votes from affiliated outsider Alan Wolin, Ph.D. for standing as an affiliated outsider on the Audit, Compensation, and Nominating committees and for failure to establish a majority independent board and from affiliated outsider Michael Bernstein for standing as an affiliated outsider on the Audit and Compensation committees and for failure to establish a majority independent board. 1.2 Elect Director Steven Kriegsman --- For 1.3 Elect Director Alan Wolin, Ph.D. --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 04/08/04 - S California Amplifier, Inc. 129900106 03/08/04 15,700 *CAMP* 1 Issue Shares in Connection with an For For Mgmt Acquisition ISS Conclusion: Based on the stated strategic rationale for the merger and the favorable market reaction to the news of the deal, we believe the merger agreement warrants shareholder support. 05/03/04 - A Central European Distribution 153435102 03/12/04 8,700 Corporation *CEDC* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt The requested increase of 20,000,000 shares is below the allowable threshold of shares. 3 Ratify Auditors For For Mgmt 05/24/04 - A Ceradyne, Inc. *CRDN* 156710105 04/16/04 6,900 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 06/07/04 - A Deckers Outdoor Corp. *DECK* 243537107 04/15/04 7,300 1 Elect Directors For For Mgmt 1.1 Elect Director John A. Kalinich --- For We recommend a vote FOR the directors. 1.2 Elect Director Rex A. Licklider --- For 2 Ratify Auditors For For Mgmt 05/24/04 - A Digital Insight Corp. *DGIN* 25385P106 03/31/04 10,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A Digitalnet Holdings, Inc. 25389B103 04/21/04 4,400 *DNET* 1 Elect Directors For For Mgmt 1.1 Elect Director Ken S. Bajaj --- For We recommend a vote FOR the directors. 1.2 Elect Director Craig A. Bondy --- For 1.3 Elect Director Philip A. Canfield --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director Alan G. Merten --- For 1.5 Elect Director Edward C. Meyer --- For 1.6 Elect Director Richard N. Perle --- For 1.7 Elect Director Bruce V. Rauner --- For 1.8 Elect Director Stuart J. Yarbrough --- For 05/11/04 - A Epicor Software Corporation 29426L108 03/15/04 17,500 *EPIC* 1 Elect Directors For For Mgmt 1.1 Elect Director L. George Klaus --- For We recommend a vote FOR the directors. 1.2 Elect Director Donald R. Dixon --- For 1.3 Elect Director Thomas F. Kelly --- For 1.4 Elect Director Harold D. Copperman --- For 1.5 Elect Director Robert H. Smith --- For 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 04/20/04 - A eResearch Technology, Inc. 29481V108 03/11/04 9,100 *ERES* 1 Elect Directors For Split Mgmt 1.1 Elect Director Sheldon M. Bonovitz --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Sheldon M. Bonovitz. We recommend that shareholders WITHHOLD votes from Sheldon M. Bonovitz for failure to establish a majority independent board. 1.2 Elect Director Gerald A. Faich --- For 1.3 Elect Director Elam M. Hitchner --- For 2 Increase Authorized Common Stock For For Mgmt 3 Ratify Auditors For For Mgmt 05/24/04 - A Euronet Worldwide Inc. *EEFT* 298736109 04/09/04 17,400 1 Elect Directors For For Mgmt 1.1 Elect Director Michael J. Brown --- For 1.2 Elect Director M. Jeannine Strandjord --- For 1.3 Elect Director Andrew B. Schmitt --- For 2 Amend Omnibus Stock Plan For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- V. Vote RecommendationThe total cost of the company's plan is 16.03 percent, which is within the allowable cap for this company of 19.89 percent. 05/07/04 - A Evergreen Resources, Inc. 299900308 03/12/04 6,300 *EVG* 1 Elect Directors For Withhold Mgmt 1.1 Elect Director Dennis R. Carlton --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from independent outsider Arthur L. Smith, and insiders Mark S. Sexton and Dennis R. Carlton for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 1.2 Elect Director Mark S. Sexton --- Withhold 1.3 Elect Director Arthur L. Smith --- Withhold 2 Ratify Auditors For For Mgmt 05/11/04 - A FARO Technologies, Inc. *FARO* 311642102 03/17/04 9,800 1 Elect Directors For For Mgmt 1.1 Elect Director Norman Schipper, Q.C. --- For We recommend a vote FOR the directors. 1.2 Elect Director John Caldwell --- For 2 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the company's plans of 15.71 percent is above the allowable cap for this company of 12.04 percent. 06/15/04 - A First Cash Financial Services, 31942D107 04/30/04 10,250 Inc *FCFS* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation We commend the company for expressly forbidding the repricing of stock options under the plan. However, the total cost of the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- company's plans of 22.77 percent is above the allowable cap for this company of 19.97 percent. 4 Ratify Auditors For For Mgmt 06/17/04 - A Hot Topic, Inc. *HOTT* 441339108 04/21/04 7,250 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/06/04 - A K-Swiss, Inc. *KSWS* 482686102 03/22/04 12,200 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/29/04 - A Kos Pharmaceuticals, Inc. 500648100 03/01/04 4,900 *KOSP* 1 Elect Directors For Split Mgmt 1.1 Elect Director Michael Jaharis --- Withhold We recommend a vote FOR the directors with the exceptions of Adrian Adams, Robert E. Baldini, Daniel M. Bell, and Michael Jaharis. We recommend that shareholders WITHHOLD votes from Adrian Adams, Robert E. Baldini, Daniel M. Bell, and Michael Jaharis for failure to establish an independent nominating committee. 1.2 Elect Director Daniel M. Bell --- Withhold 1.3 Elect Director Robert E. Baldini --- Withhold 1.4 Elect Director Adrian Adams --- Withhold 1.5 Elect Director John Brademas, Ph. D --- For 1.6 Elect Director Steven Jaharis, M.D. --- For 1.7 Elect Director Nicholas E. Madias, M.D. --- For 1.8 Elect Director Mark Novitch, M.D. --- For 1.9 Elect Director Frederick B. Whittemore --- For 2 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 20.93 percent is above the allowable cap for this company of 13.39 percent. 3 Ratify Auditors For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 05/25/04 - A Merit Medical Systems, Inc. 589889104 04/20/04 6,500 *MMSI* 1 Elect Directors For For Mgmt 1.1 Elect Director Rex C. Bean --- For We recommend a vote FOR the directors. 1.2 Elect Director Richard Edelman --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.35 percent is within the allowable cap for this company of 19.92 percent. 3 Ratify Auditors For For Mgmt 06/11/04 - A Nam Tai Electronics, Inc. 629865205 05/07/04 6,800 Meeting for Holders of ADRs 1 Elect Directors For For Mgmt 1.1 Elect Director Charles Chu --- For While it is preferable that a board be comprised of a majority of independent directors, and despite the poor level of disclosure (a situation common in this market), we feel it would be counterproductive to vote against the reelection of directors in the absence of a specific controversy. 1.2 Elect Director Peter R. Kellogg --- For 1.3 Elect Director Ming Kown Koo --- For 1.4 Elect Director William Lo --- For 1.5 Elect Director Tadao Murakami --- For 1.6 Elect Director Stephen Seung --- For 1.7 Elect Director Mark Waslen --- For 2 APPROVAL OF THE SELECTION DELOITTE For For Mgmt TOUCHE TOHMATSU AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004. 05/20/04 - A OMNICELL INC *OMCL* 68213N109 03/23/04 14,300 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/26/04 - A QLT Inc. *QLT* 746927102 04/13/04 6,700 1 Approve Deloitte & Touche LLP as For For Mgmt Auditors and Authorize Board to Fix Remuneration of Auditors
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 2 Fix Number of Directors at Eight For For Mgmt 3 Elect Directors For For Mgmt 05/18/04 - A Quicksilver Resources Inc. 74837R104 04/09/04 3,000 *KWK* 1 Elect Directors For For Mgmt 1.1 Elect Director Anne Darden Self --- For 1.2 Elect Director Steven M. Morris --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Common Stock For For Mgmt The requested increase of 60,000,000 shares is below the allowable threshold of 62,000,000 shares. 4 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 6.65 percent is within the allowable cap for this company of 12.55 percent. 5 Approve Non-Employee Director Stock For For Mgmt Option Plan VI. Vote Recommendation The total cost of the company's plans of 3.28 percent is within the allowable cap for this company of 12.55 percent. 04/21/04 - A SCS Transportation, Inc. 81111T102 02/23/04 13,500 *SCST* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/03/04 - A The Houston Exploration Co. 442120101 04/14/04 3,200 *THX* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert B. Catell --- Withhold We recommend a vote FOR the directors with the exceptions of insiders Robert J. Fani, Robert B. Catell, Gerald Luterman, H. Neil Nichols and William G. Hargett. We recommend that shareholders WITHHOLD votes from Robert J. Fani for standing as an insider on the Nominating Committee and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Robert B. Catell for standing as an insider on the Compensation Committee and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- from Gerald Luterman, H. Neil Nichols and William G. Hargett for failure to establish a majority independent board. 1.2 Elect Director John U. Clarke --- For 1.3 Elect Director David G. Elkins --- For 1.4 Elect Director Robert J. Fani --- Withhold 1.5 Elect Director William G. Hargett --- Withhold 1.6 Elect Director Harold R. Logan, Jr. --- For 1.7 Elect Director Gerald Luterman --- Withhold 1.8 Elect Director Stephen W. McKessy --- For 1.9 Elect Director H. Neil Nichols --- Withhold 1.10 Elect Director Donald C. Vaughn --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 8.32 percent is within the allowable cap for this company of 9.18 percent. 3 Ratify Auditors For For Mgmt 05/19/04 - A The Middleby Corp. *MIDD* 596278101 03/26/04 9,000 1 Elect Directors For Split Mgmt 1.1 Elect Director Selim A. Bassoul --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders David P. Riley, Laura B. Whitman and W. Fifield Whitman III and insiders William F. Whitman, Jr. and Selim A. Bassoul. We recommend that shareholders WITHHOLD votes from David P. Riley, Laura B. Whitman, W. Fifield Whitman III, William F. Whitman, Jr., and Selim A. Bassoul for failure to establish an independent nominating committee. 1.2 Elect Director Robert R. Henry --- For 1.3 Elect Director A. Don Lummus --- For 1.4 Elect Director John R. Miller III --- For 1.5 Elect Director Philip G. Putnam --- For 1.6 Elect Director David P. Riley --- Withhold 1.7 Elect Director Sabin C. Streeter --- For 1.8 Elect Director W. Fifield Whitman III --- Withhold 1.9 Elect Director Laura B. Whitman --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.10 Elect Director William F. Whitman, Jr. --- Withhold 1.11 Elect Director Robert L. Yohe --- For 2 Ratify Auditors For For Mgmt 06/04/04 - A The Sports Authority, Inc. 84917U109 04/28/04 4,800 *TSA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/10/04 - A Ultralife Batteries, Inc. 903899102 04/19/04 7,600 *ULBI* 1 Elect Directors For For Mgmt 1.1 Elect Director Patricia C. Barron --- For We recommend a vote FOR the directors. 1.2 Elect Director Anthony J. Cavanna --- For 1.3 Elect Director Paula H.J. Cholmondeley --- For 1.4 Elect Director Daniel W. Christman --- For 1.5 Elect Director John D. Kavazanjian --- For 1.6 Elect Director Carl H. Rosner --- For 1.7 Elect Director Ranjit C. Singh --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 10.11 percent is within the allowable cap for this company of 19.89 percent. Additionally, this plan expressly forbids repricing. 06/01/04 - A Urban Outfitters, Inc. *URBN* 917047102 04/19/04 3,900 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard A. Hayne --- Withhold We recommend a vote FOR the directors with the exception of insiders Glen T. Senk and Richard A. Hayne and affiliated outsiders Harry S. Cherken, Jr. and Scott A. Belair. We recommend that shareholders WITHHOLD votes from Scott A. Belair for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and failure to establish a majority independent board. We
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report Apr 01, 2004 - Jun 30, 2004 WESTWOOD SMALL CAP FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- also recommend that shareholders WITHHOLD votes from Glen T. Senk, Richard A. Hayne and Harry S. Cherken, Jr. for failure to establish a majority independent board. 1.2 Elect Director Scott A. Belair --- Withhold 1.3 Elect Director Harry S. Cherken, Jr. --- Withhold 1.4 Elect Director Joel S. Lawson III --- For 1.5 Elect Director Glen T. Senk --- Withhold 1.6 Elect Director Robert H. Strouse --- For 2 Increase Authorized Common Stock For Against Mgmt 3 Approve Omnibus Stock Plan For Against Mgmt V. Vote Recommendation Although the total cost of the company's plans of 9.38 percent is within the allowable cap for this company of 18.60 percent, the plan allows repricing of underwater stock options without shareholder approval, which we believe reduces the incentive value of the plan. 04/21/04 - A USANA Health Sciences Inc 90328M107 03/12/04 9,900 *USNA* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/14/04 - A UTStarcom, Inc. *UTSI* 918076100 03/29/04 8,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Thomas J. Toy --- For We recommend that shareholders vote FOR Thomas J. Toy but WITHHOLD votes from insider Ying Wu for failure to establish a majority independent board. 1.2 Elect Director Ying Wu --- Withhold 2 Ratify Auditors For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report Jul 01, 2003 - Sep 30, 2003 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 2.9 Elect Director Nelson C. Rising --- For 2.10 Elect Director Thomas M. Steinberg --- For 2.11 Elect Director Cora M. Tellez --- For 3 Amend Omnibus Stock Plan For For We believe the option exchange is justified by the loss in option value triggered by the REIT conversion and recommend for the amendment. 4 Approve Omnibus Stock Plan For For Vote Recommendation The total cost of the company's plans of 5.59 percent is within the allowable cap for this company of 6.84 percent. Additionally, this plan forbids repricing. Shareholder Proposal 5 Submit Shareholder Rights Plan Against For (Poison Pill) to Shareholder Vote Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Although after the conversion, the company will no longer have a poison pill, the board still has discretion to approve one without shareholder approval. Therefore we support the proposal.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Oct 01, 2003 - Dec 31, 2003 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Voted --------------------------------------------------------------------------------------------------------------- 11/20/03 - S General Growth Properties, Inc. 370021107 10/20/03 4,000 *GGP* 1 Approve Increase in Common Stock For For and a Stock Split 12/19/03 - A Taubman Centers, Inc. *TCO* 876664103 11/17/03 10,600 1 Elect Directors For Withhold 1.1 Elect Director Graham T. Allison --- Withhold We recommend withholding votes from all of the nominees. We recommend that shareholders WITHHOLD votes from William S. Taubman, Peter Karmanos, Jr., and Graham T. Allison for failure to act on a tender offer that received a clear mandate of a majority of the company's outstanding shares. 1.2 Elect Director Peter Karmanos, Jr. --- Withhold 1.3 Elect Director William S. Taubman --- Withhold 2 Ratify Auditors For For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 05/12/04 - A Alexandria Real Estate 015271109 03/29/04 2,700 Equities, Inc. *ARE* 1 Elect Directors For Split Mgmt 1.1 Elect Director Jerry M. Sudarsky --- Withhold We recommend a vote FOR the directors with the exception of Jerry M. Sudarsky. We recommend that shareholders WITHHOLD votes from Jerry M. Sudarsky for standing as an affiliated outsider on the Audit Committee and for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Joel S. Marcus --- For 1.3 Elect Director James H. Richardson --- For 1.4 Elect Director Richard B. Jennings --- For 1.5 Elect Director Richard H. Klein --- For 1.6 Elect Director Anthony M. Solomon --- For 1.7 Elect Director Alan G. Walton --- For 1.8 Elect Director Richmond A. Wolf --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A AMB Property Corp. *AMB* 00163T109 03/05/04 6,600 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 06/09/04 - A American Financial Realty 02607P305 04/09/04 11,100 Trust *AFR* 1 Elect Directors For For Mgmt 04/30/04 - A Apartment Investment & 03748R101 03/05/04 5,200 Management Co. *AIV* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Approve Sale of Company Assets For For Mgmt 4 Limit Executive Compensation Against For ShrHoldr 05/20/04 - A Archstone Smith Trust *ASN* 039583109 03/26/04 12,082 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Restrict Severance Agreements Against For ShrHoldr In this case, we believe that the ceiling set by proponent of 2.99 times the sum of an executive's
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- base salary plus bonus is widely considered as the standard threshold level of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to adoption of an executive employment agreement, we do not believe that adoption of this proposal would unduly hinder management's ability to negotiate such agreements with potential executives. 05/11/04 - A Arden Realty, Inc. *ARI* 039793104 03/31/04 4,700 1 Elect Directors For For Mgmt 1.1 Elect Director Leslie E. Bider --- For 1.2 Elect Director Steven C. Good --- For 1.3 Elect Director Alan I. Rothenberg --- For 2 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote In this case, we believe that the ceiling set by proponent of 2.99 times the sum of an executive's base salary plus bonus is widely considered as the standard threshold level of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to adoption of an executive employment agreement, we do not believe that adoption of this proposal would unduly hinder management's ability to negotiate such agreements with potential executives. 05/05/04 - A AvalonBay Communities, Inc. 053484101 03/09/04 3,000 *AVB* 1 Elect Directors For Split Mgmt 1.1 Elect Director Bryce Blair --- For We recommend a vote FOR the directors with the exception of independent outsider Charles D. Peebler, Jr. We recommend that shareholders WITHHOLD votes from Charles D. Peebler, Jr. for poor attendance. 1.2 Elect Director Bruce A. Choate --- For 1.3 Elect Director John J. Healy, Jr. --- For 1.4 Elect Director Gilbert M. Meyer --- For 1.5 Elect Director Charles D. Peebler, Jr. --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.6 Elect Director Lance R. Primis --- For 1.7 Elect Director Allan D. Schuster --- For 1.8 Elect Director Amy P. Williams --- For 2 Submit Shareholder Rights Plan Against Against ShrHoldr (Poison Pill) to Shareholder Vote ISS Conclusion: Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Here, if the company adopts a pill, the shareholders will have a chance to redeem it within a relatively short period after implementation. Therefore, we believe this shareholder proposal is unnecessary. 05/05/04 - A Boston Properties Inc. *BXP* 101121101 03/17/04 8,200 1 Elect Directors For For Mgmt 1.1 Elect Director Mortimer B. Zuckerman --- For 1.2 Elect Director Carol B. Einiger --- For 1.3 Elect Director Alan B. Landis --- For 1.4 Elect Director Richard E. Salomon --- For 2 Declassify the Board of Directors Against For ShrHoldr The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A classified board can entrench management and effectively preclude most takeover bids or proxy contests. Board classification forces dissidents and would-be acquirers to negotiate with the incumbent board, which has the authority to decide on offers without a shareholder vote. 05/03/04 - A Brandywine Realty Trust *BDN* 105368203 03/24/04 5,300 1 Elect Directors For Split Mgmt 1.1 Elect Trustee Walter D'Alessio --- For We recommend a vote FOR the directors with the exception of affiliated outsider Robert C. Larson. We recommend that shareholders WITHHOLD votes from Robert C. Larson for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Trustee D. Pike Aloian --- For 1.3 Elect Trustee Donald E. Axinn --- For 1.4 Elect Trustee Robert C. Larson --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.5 Elect Trustee Anthony A. Nichols, Sr. --- For 1.6 Elect Trustee Charles P. Pizzi --- For 1.7 Elect Trustee Gerard H. Sweeney --- For 2 Submit Severance Agreement Against For ShrHoldr (Change-in-Control) to Shareholder Vote ISS supports the submission of golden parachutes and other severance provisions for shareholder ratification as a general principle. Furthermore, we believe that a company's parachute provisions should be reasonable and not excessive. To be effective without creating distorted incentives with respect to management, severance arrangements must be considerably less attractive than continued employment with the company. In this case, we believe that the ceiling set by proponent of 2.99 times the sum of an executive's base salary plus bonus is widely considered as the standard threshold level of severance remuneration for corporate executives that should be subject to a shareholder vote. Additionally, since the proponent's proposal does not require that shareholder approval be obtained prior to adoption of an executive employment agreement, we do not believe that adoption of this proposal would unduly hinder management's ability to negotiate such agreements with potential executives. 05/05/04 - A Camden Property Trust *CPT* 133131102 03/15/04 5,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Richard J. Campo --- Withhold We recommend a vote FOR the trust managers with the exceptions of insiders Richard J. Campo and D. Keith Oden, affiliated outsiders William R. Cooper and Scott S. Ingraham, and independent outsider Steven A. Webster. We recommend that shareholders WITHHOLD votes from Scott S. Ingraham for standing as an affiliated outsider on the Audit Committee and for failure to establish a majority independent board, and from William R. Cooper for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Richard J. Campo and D. Keith Oden for failure to establish a majority independent board. Lastly, we
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- recommend that shareholders WITHHOLD votes from Steven A. Webster for sitting on more than six boards. 1.2 Elect Director William R. Cooper --- Withhold 1.3 Elect Director George A. Hrdlicka --- For 1.4 Elect Director Scott S. Ingraham --- Withhold 1.5 Elect Director Lewis A. Levey --- For 1.6 Elect Director D. Keith Oden --- Withhold 1.7 Elect Director F. Gardner Parker --- For 1.8 Elect Director Steven A. Webster --- Withhold 04/29/04 - A CarrAmerica Realty Corp. *CRE* 144418100 03/05/04 6,800 1 Elect Directors For For Mgmt 1.1 Elect Director Thomas A. Carr --- For 1.2 Elect Director Joan Carter --- For 1.3 Elect Director Robert E. Torray --- For 1.4 Elect Director Wesley S. Williams, Jr. --- For 1.5 Elect Director Andrew F. Brimmer --- For 1.6 Elect Director Philip L. Hawkins --- For 1.7 Elect Director Timothy Howard --- For 2 Establish Term Limits for Directors Against Against ShrHoldr Under an effective corporate governance system, shareholders have the right to express their preferences each year by voting on directors at the annual meeting. Thus, shareholders can remove or reelect directors as they see fit. 05/04/04 - A Catellus Development Corp. 149113102 03/16/04 16,268 *CDX* 1 Elect Directors For For Mgmt 1.1 Elect Director Stephen F. Bollenbach --- For We recommend a vote FOR the directors. 1.2 Elect Director Daryl J. Carter --- For 1.3 Elect Director Richard D. Farman --- For 1.4 Elect Director Christine Garvey --- For 1.5 Elect Director William M. Kahane --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.6 Elect Director Leslie D. Michelson --- For 1.7 Elect Director Deanna W. Oppenheimer --- For 1.8 Elect Director Nelson C. Rising --- For 1.9 Elect Director Thomas M. Steinberg --- For 05/10/04 - A CBL & Associates Properties, 124830100 03/12/04 2,900 Inc. *CBL* 1 Elect Directors For For Mgmt 1.1 Elect Director Stephen D. Lebovitz --- For We recommend a vote FOR the directors. 1.2 Elect Director Winston W. Walker --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A CenterPoint Properties Trust 151895109 03/22/04 4,200 *CNT* 1 Elect Directors For Split Mgmt 1.1 Elect Director Nicholas C. Babson --- For We recommend a vote FOR the directors with the exception of Martin Barber. We recommend that shareholders WITHHOLD votes from Martin Barber for standing as an affiliated outsider on the Audit and Nominating Committees. Since the board of directors is not majority independent by ISS standards, we will recommend withholding votes from board insiders and affiliated outsiders. We recommend that shareholders WITHHOLD votes from John S. Gates, Jr., Robert L. Stovall, Michael M. Mullen, and Paul S. Fisher. 1.2 Elect Director Martin Barber --- Withhold 1.3 Elect Director Norman R. Bobins --- For 1.4 Elect Director Alan D. Feld --- For 1.5 Elect Director Paul S. Fisher --- Withhold 1.6 Elect Director John S. Gates, Jr. --- Withhold 1.7 Elect Director Michael M. Mullen --- Withhold 1.8 Elect Director Thomas E. Robinson --- For 1.9 Elect Director John C. Staley --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.10 Elect Director Robert L. Stovall --- Withhold 2 Increase Authorized Common Stock For Against Mgmt 06/10/04 - A Chelsea Property Group, Inc. 163421100 04/16/04 4,700 *CPG* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For For Mgmt 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Amend Stock Option Plan For Against Mgmt V. Vote Recommendation The total cost of the company's plans of 8.45 percent is above the allowable cap for this company of 5.49 percent. 5 Ratify Auditors For For Mgmt 04/21/04 - A Colonial Properties Trust 195872106 02/17/04 3,600 *CLP* 1 Elect Directors For For Mgmt 1.1 Elect Trustee M. Miller Gorrie --- For 1.2 Elect Trustee James K. Lowder --- For 1.3 Elect Trustee Herbert A. Meisler --- For 1.4 Elect Trustee John W. Spiegel --- For 2 Ratify Auditors For For Mgmt 3 Declassify the Board of Trustees For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 05/13/04 - A Corporate Office Properties 22002T108 03/15/04 7,300 Trust, Inc. *OFC* 1 Elect Directors For For Mgmt 05/04/04 - A Cousins Properties Inc. *CUZ* 222795106 03/17/04 7,900 1 Elect Directors For For Mgmt 2 Amend Omnibus Stock Plan For For Mgmt
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 06/28/04 - A Crescent Real Estate Equities 225756105 04/29/04 9,100 Company *CEI* 1 Elect Directors For For Mgmt 1.1 Elect Director Dennis H. Alberts --- For At this time, however, we recommend a vote FOR the directors. 1.2 Elect Director Terry N. Worrell --- For 2 Ratify Auditors For For Mgmt 05/18/04 - A Developers Diversified Realty 251591103 03/22/04 9,381 Corp. *DDR* 1 Elect Directors For For Mgmt 2 Amend Shareholder Rights Plan For For Mgmt (Poison Pill) Because poison pills greatly alter the balance of power between shareholders and management, shareholders should be allowed to make their own evaluation of such plans. Ideally, a pill should include a two to three year sunset provision, a reasonable flip-in (20 percent or higher), and a chewable feature allowing shareholders to redeem the pill in the event of a takeover offer. ISS believes it is a good practice to seek shareholder vote of any existing or new pills. However, even if shareholders vote to redeem this pill, the board has reserved the right to re-install a pill at its discretion in the future, without shareholder vote either before or after the establishment of the pill. We encourage the board to adopt a "fiduciary out" policy, so that if a pill is adopted by the board according to its fiduciary duties but without shareholder approval, it expires unless ratified by shareholders within one year. We recommend that shareholders support this proposal to redeem the pill. 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.03 percent is within the allowable cap for this company of 5.28 percent. Additionally, this plan expressly forbids repricing. 4 Ratify Auditors For For Mgmt 04/28/04 - A Duke Realty Corporation *DRE* 264411505 03/01/04 12,366 1 Elect Directors For For Mgmt 1.1 Elect Director Barrington H. Branch --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- We recommend a vote FOR the directors. 1.2 Elect Director Gary A. Burk --- For 1.3 Elect Director Geoffrey Button --- For 1.4 Elect Director William Cavanaugh III --- For 1.5 Elect Director Ngaire E. Cuneo --- For 1.6 Elect Director Charles R. Eitel --- For 1.7 Elect Director Thomas L. Hefner --- For 1.8 Elect Director L. Ben Lytle --- For 1.9 Elect Director William O. McCoy --- For 1.10 Elect Director John W. Nelley, Jr. --- For 1.11 Elect Director Dennis D. Oklak --- For 1.12 Elect Director James E. Rogers --- For 1.13 Elect Director Jack R. Shaw --- For 1.14 Elect Director Robert J. Woodward, Jr. --- For 1.15 Elect Director Darell E. Zink, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr In this case, Duke Realty has a greater than 2/3 independent board, all-independent key board committees, an established set of governance guidelines, and a lead director elected by independent board members. However, the duties of the lead director do not meet all of our minimum requirements. It is not clearly stated, in the company's proxy statement nor its website, that the lead director presides at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors; serves as liaison between the chairman and the independent directors; approves information sent to the board; or approves meetings schedules to assure that there is sufficient time for discussion of all agenda items. Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO president. 05/27/04 - A EastGroup Properties, Inc. 277276101 04/14/04 5,200 *EGP* 1 Elect Directors For For Mgmt 1.1 Elect Director D. Pike Aloian --- For 1.2 Elect Director Alexander G. Anagnos --- For 1.3 Elect Director H. C. Bailey, Jr. --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director Hayden C. Eaves, III --- For 1.5 Elect Director Fredric H. Gould --- For 1.6 Elect Director David H. Hoster II --- For 1.7 Elect Director David M. Osnos --- For 1.8 Elect Director Leland R. Speed --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.01 percent is equal to the allowable cap for this company of 7.01 percent. Additionally, this plan expressly forbids repricing. 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/19/04 - A Equity Office Properties Trust 294741103 03/12/04 16,884 *EOP* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/28/04 - A Equity Residential *EQR* 29476L107 03/29/04 8,600 1 Elect Directors For For Mgmt 2 Amend Articles/Bylaws/Charter to For For Mgmt Remove Antitakeover Provision(s) ISS Conclusion: Because the amendment removes a potential antitakeover device, we recommend that shareholders support the proposal. 3 Ratify Auditors For For Mgmt 05/13/04 - A First Potomac Realty Trust 33610F109 03/26/04 8,300 *FPO* 1 Elect Directors For For Mgmt 05/19/04 - A Friedman, Billings, Ramsey, 358434108 04/23/04 7,400 Group, Inc. *FBR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Emanuel J. Friedman --- For We recommend a vote FOR the directors with the exception of Wallace L. Timmeny. We recommend that shareholders WITHHOLD votes from Wallace L. Timmeny for standing as an affiliated outsider on the
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- Nominating Committee. 1.2 Elect Director Eric F. Billings --- For 1.3 Elect Director W. Russell Ramsey --- For 1.4 Elect Director Daniel J. Altobello --- For 1.5 Elect Director Peter A. Gallagher --- For 1.6 Elect Director Stephen D. Harlan --- For 1.7 Elect Director Russell C. Lindner --- For 1.8 Elect Director Wallace L. Timmeny --- Withhold 1.9 Elect Director John T. Wall --- For 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 7.59 percent is within the allowable cap for this company of 12.80 percent. Additionally, this plan expressly forbids repricing. In 2003, the company granted more than 25 percent of its total grants to its top five named executive officers. 3 Ratify Auditors For For Mgmt 05/05/04 - A General Growth Properties, 370021107 03/17/04 16,200 Inc. *GGP* 1 Elect Directors For For Mgmt 1.1 Elect Director John Bucksbaum --- For We recommend a vote FOR the directors. 1.2 Elect Director Alan Cohen --- For 1.3 Elect Director Anthony Downs --- For 2 Ratify Auditors For For Mgmt 05/20/04 - A Getty Realty Corp. *GTY* 374297109 03/26/04 6,400 1 Elect Directors For Split Mgmt 1.1 Elect Director Milton Cooper --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Milton Cooper. We recommend that shareholders WITHHOLD votes from affiliated outsider Milton Cooper for standing as an affiliated outsider on the Audit, Nominating/ Compensation and Nominating committees. 1.2 Elect Director Philip Coviello --- For 1.3 Elect Director Leo Liebowitz --- For 1.4 Elect Director Howard Safenowitz --- For 1.5 Elect Director Warren Wintrub --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 2 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 2.42 percent is within the allowable cap for this company of 7.05 percent. 3 Ratify Auditors For For Mgmt 05/07/04 - A Health Care Property 421915109 03/24/04 14,800 Investors, Inc. *HCP* 1 Elect Directors For For Mgmt 2 Increase Authorized Common Stock For Against Mgmt The requested increase of 550,000,000 shares is above the allowable threshold of 340,000,000 shares. 3 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 4 Ratify Auditors For For Mgmt 05/07/04 - A Heritage Property Investment 42725M107 03/12/04 5,800 Trust Inc *HTG* 1 Elect Directors For Split Mgmt 1.1 Elect Director Joseph L. Barry --- For We recommend a vote FOR the directors with the exception of affiliated outsider Kevin C. Phelan. We recommend that shareholders WITHHOLD votes from Kevin C. Phelan for standing as an affiliated outsider on the Nominating Committee. 1.2 Elect Director Richard C. Garrison --- For 1.3 Elect Director David W. Laughton --- For 1.4 Elect Director Kevin C. Phelan --- Withhold 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/18/04 - A Highwoods Properties, Inc. 431284108 03/15/04 5,500 *HIW* 1 Elect Directors For For Mgmt 1.1 Elect Director Edward J. Fritsch --- For 1.2 Elect Director Lawrence S. Kaplan --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 12
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.3 Elect Director L. Glenn Orr, Jr. --- For 1.4 Elect Director William E. Graham, Jr. --- For 2 Ratify Auditors For For Mgmt 3 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/04/04 - A Home Properties Inc *HME* 437306103 03/10/04 3,500 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Hospitality Properties Trust 44106M102 03/16/04 3,800 *HPT* 1 Elect Directors For Withhold Mgmt 1.1 Elect Trustee Arthur G. Koumantzelis --- Withhold We recommend withholding votes from independent outsider Arthur G. Koumantzelis. We recommend that shareholders WITHHOLD votes from Arthur G. Koumantzelis for failing to remove a dead-hand, slow-hand, or similar feature in the company's poison pill. 05/20/04 - A Kimco Realty Corp. *KIM* 49446R109 03/22/04 8,750 1 Elect Directors For Split Mgmt 1.1 Elect Director Martin Kimmel --- Withhold We recommend a vote FOR the directors with the exceptions of affiliated outsiders Frank Lourenso, Richard G. Dooley and Martin S. Kimmel, and insiders David B. Henry, Michael J. Flynn and Milton Cooper. We recommend that shareholders WITHHOLD votes from Richard G. Dooley for standing as an affiliated outsider on the Audit, Compensation and Nominating committees and for failure to establish a majority independent board. We also recommend that shareholders WITHHOLD votes from Martin S. Kimmel for standing as an affiliated outsider on the Compensation and Nominating committees and for failure to establish a majority independent board, and from Frank Lourenso for standing as an affiliated outsider on the Nominating Committee and for failure to establish a majority independent board. Lastly, we recommend that shareholders WITHHOLD votes from David B. Henry,
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 13
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- Michael J. Flynn and Milton Cooper for failure to establish a majority independent board. 1.2 Elect Director Milton Cooper --- Withhold 1.3 Elect Director Richard G. Dooley --- Withhold 1.4 Elect Director Michael Flynn --- Withhold 1.5 Elect Director Joe Grills --- For 1.6 Elect Director David Henry --- Withhold 1.7 Elect Director F. Patrick Hughes --- For 1.8 Elect Director Frank Lourenso --- Withhold 1.9 Elect Director Richard Saltzman --- For 2 Amend Stock Option Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.11 percent is within the allowable cap for this company of 5.49 percent. Additionally, this plan expressly forbids repricing. 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent an offsetting governance structure, we believe that a company of this size should be able to find two qualified people willing to serve in the separate positions of chairman and CEO. 06/03/04 - A Koger Equity, Inc. 500228101 03/26/04 7,300 1 Elect Directors For Split Mgmt 1.1 Elect Director D. Pike Aloian --- For We recommend a vote FOR the directors with the exception of affiliated outsiders James C. Teagle, Victor A. Hughes, Jr., and David B. Hiley, and insider Thomas J. Crocker, from whom we recommend shareholders WITHHOLD votes for failure to establish a majority independent board. 1.2 Elect Director Benjamin C. Bishop, Jr. --- For 1.3 Elect Director Thomas J. Crocker --- Withhold 1.4 Elect Director David B. Hiley --- Withhold 1.5 Elect Director Victor A. Hughes, Jr. --- Withhold 1.6 Elect Director George F. Staudter --- For 1.7 Elect Director James C. Teagle --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 14
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 2 Ratify Auditors For For Mgmt 3 Change Company Name For For Mgmt Because it is unlikely that the name change would have a negative financial impact on the company, ISS recommends supporting the proposal. 4 Amend Omnibus Stock Plan For For Mgmt The plan already provides for awards of options, SARs, restricted stock, unrestricted stock, deferred stock, and performance awards. Because the plan does not reserve additional shares for issue, and ISS values awards of restricted and unrestricted shares similarly to how we would value the other stock-based awards proposed, we believe that approval of this amendment would not negatively effect the cost of the plan. 05/26/04 - A Lexington Corporate Properties 529043101 04/12/04 7,700 Trust *LXP* 1 Elect Directors For For Mgmt 1.1 Elect Trustee E. Robert Roskind --- For 1.2 Elect Trustee Richard J. Rouse --- For 1.3 Elect Trustee T. Wilson Eglin --- For 1.4 Elect Trustee Geoffrey Dohrmann --- For 1.5 Elect Trustee Carl D. Glickman --- For 1.6 Elect Trustee James Grosfeld --- For 1.7 Elect Trustee Kevin W. Lynch --- For 1.8 Elect Trustee Stanley R. Perla --- For 1.9 Elect Trustee Seth M. Zachary --- For 2 Other Business For Against Mgmt As we cannot know the content of these issues, we do not recommend that shareholders approve this request. 05/05/04 - A Liberty Property Trust *LRY* 531172104 03/07/04 7,800 1 Elect Directors For For Mgmt 1.1 Elect Trustee M. Leanne Lachman --- For 1.2 Elect Trustee J. Anthony Hayden --- For 2 Amend Stock Ownership Limitations For For Mgmt ISS Conclusion: Because the current provisions of the DOT sought to be amended by this proposal are designed merely to ensure favorable REIT tax treatment, and because the proposed amendment will continue to ensure such favorable treatment while
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 15
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- increasing the universe of potential investors in the trust, we recommend that shareholders vote FOR this proposal. 3 Amend Articles For For Mgmt ISS Conclusion: Because the proposed amendment merely clarifies an already conferred authority, we believe that shareholders should vote FOR this proposal. 4 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 4.03 percent is within the allowable cap for this company of 5.44 percent. In 2003, the company granted over 25 percent of its total grants to the company's top five named officers. 05/20/04 - A Mack-Cali Realty Corp. *CLI* 554489104 04/06/04 5,200 1 Elect Directors For For Mgmt 1.1 Elect Director Alan S. Bernikow --- For We recommend a vote FOR the directors. 1.2 Elect Director Martin D. Gruss --- For 1.3 Elect Director Vincent Tese --- For 1.4 Elect Director Roy J. Zuckerberg --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.69 percent is within the allowable cap for this company of 5.06 percent. 4 Adopt a Policy Governing Related Against Against ShrHoldr Party Transactions The SEC already requires the company to disclose, on an annual basis, transactions with its directors and executive officers. Pursuant to SEC regulations, which apply to all public companies, the company is required to provide information as to: (1) any transaction with a director or executive officer exceeding $60,000 in which the director or executive officer has a direct or indirect material interest; and (2) specified business relationships of directors and executive officers, and indebtedness of directors and executive officers to the company, where the amount of the indebtedness exceeds $60,000. Approval of this item would require disclosure of of any relationship or transaction, regardless of how immaterial the transaction or relationship may be. We note that according to ISS director
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 16
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- classification definitions, none of the current directors are classified as affiliated outsiders due to a transactional relationship. The only two affiliated outside directors on the board are a former executive and the relative of a former executive. We believe that: (1) the provisions in the company's articles of restatement, (2) the provisions in the code of ethics, and (3) the existing mandatory SEC disclosures, already constitute substantial safeguards to prevent potential conflicts of interest. Although we recognize that the company maintains numerous related party transactions, such transactions do not appear to have impacted the board and key committees' independence. Given that: (1) the company maintains adequate safeguards in place to protect against potential conflicts of interest via its articles and codes of ethics and (2) the related party transactions at the company do not appear to impact the company's corporate governance, we do not believe that approval of this item is needed at this time. 06/03/04 - A Maguire Properties, Inc. *MPG* 559775101 04/23/04 10,700 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/04/04 - A Manufactured Home Communities, 564682102 03/12/04 7,100 Inc. *MHC* 1 Elect Directors For For Mgmt 05/24/04 - A Mid-America Apartment 59522J103 03/31/04 4,700 Communities, Inc. *MAA* 1 Elect Directors For For Mgmt 1.1 Elect Director John F. Flournoy --- For 1.2 Elect Director Robert F. Fogelman --- For 1.3 Elect Director Michael S. Starnes --- For 2 Ratify Auditors For For Mgmt 3 Amend Charter For Against Mgmt Blank check preferred stock could improve the company's ability to finance growth or to acquire other companies. However, companies can use blank check preferred stock as a takeover defense by placing blocks of shares with parties friendly to management. Blank check preferred stock can also substantially dilute common shareholders' voting
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 17
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- power and equity interest. Additionally, holders of preferred shares receive dividends and distributions in liquidation before holders of common stock. In this case, management has not specifically stated that these shares may not be used for antitakeover purposes. When a company fails to provide a specific financing purpose for the shares, the possibility that they will be used for management entrenchment purposes outweighs any potential benefits that they would bring. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 3.51 percent is within the allowable cap for this company of 7.20 percent. Additionally, this plan expressly forbids repricing. 05/06/04 - A Pan Pacific Retail Properties, 69806L104 03/05/04 4,900 Inc. *PNP* 1 Elect Directors For For Mgmt 1.1 Elect Director David P. Zimel --- For We recommend FOR the directors. 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Amend Articles to Increase For For Mgmt Ownership Limits of Common Stock We recommend in favor of this amendment, as it is likely to increase liquidity and is the prevalent ownership limit used by REITs. 05/04/04 - A Plum Creek Timber Company, 729251108 03/15/04 12,500 Inc. *PCL* 1 Elect Directors For Split Mgmt 1.1 Elect Director Rick R. Holley --- For We recommend a vote FOR the directors with the exception of affiliated outsider David D. Leland. We recommend that shareholders WITHHOLD votes from David D. Leland for standing as an affiliated outsider on the Audit & Compliance and Corporate Governance & Nominating committees. 1.2 Elect Director Ian B. Davidson --- For 1.3 Elect Director Robin Josephs --- For 1.4 Elect Director David D. Leland --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 18
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.5 Elect Director John G. McDonald --- For 1.6 Elect Director Hamid R. Moghadam --- For 1.7 Elect Director John H. Scully --- For 1.8 Elect Director Stephen C. Tobias --- For 1.9 Elect Director Carl B. Webb --- For 2 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.45 percent is within the allowable cap for this company of 10.99 percent. Additionally, this plan expressly forbids repricing. 3 Ratify Auditors For For Mgmt 4 Endorse CERES Principles Against Against ShrHoldr Therefore, ISS will continue to evaluate the company's reporting on these issues to assess whether adoption of the CERES Principles may benefit the company in the future; however, in light of the company's existing environmental principles, its participation in the SFI, and other environmental initiatives and partnerships, we do not believe that endorsement of the CERES Principles is necessary at this time 05/27/04 - A Post Properties, Inc. *PPS* 737464107 03/26/04 8,700 1 Elect Directors For For Mgmt 1.1 Elect Director Douglas Crocker II --- For If proposal 2 is approved, the directors will serve only for a one year term. 1.2 Elect Director Walter M. Deriso, Jr. --- For 1.3 Elect Director Nicholas B. Paumgarten --- For 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Submit Director Compensation to Vote Against Against ShrHoldr In view of the binding nature of this proposal and the broad range of implications of submitting all director compensation to a vote annually, the hurdle for supporting this proposal is set high. While we recognize the difficulty in finding true peers within the industry due to the relatively rare role of non-executive chairman, Mr. Goddard's compensation does seem above industry average. We will continue
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 19
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- to monitor the compensation committee's practices and disclosure regarding director compensation. On aggregate, it appears that Post's board compensation on an per director basis is in line with its peer group, while the board size is somewhat above industry practice. At this time, in the absence of compelling evidence of abusive director compensation practices, we recommend against this binding proposal. 05/05/04 - A Prentiss Properties Trust *PP* 740706106 03/19/04 6,300 1 Elect Directors For For Mgmt 1.1 Elect Director Dr. L. M. Riggs, Jr. --- For 1.2 Elect Director Ronald G. Steinhart --- For 2 Ratify Auditors For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 1.86 percent is within the allowable cap for this company of 5.82 percent. Additionally, this plan expressly forbids repricing. 4 Amend Omnibus Stock Plan For For Mgmt VI. Vote Recommendation The total cost of the company's plans of 2.97 percent is within the allowable cap for this company of 5.82 percent. Additionally, this plan expressly forbids repricing. 05/18/04 - A ProLogis *PLD* 743410102 03/17/04 20,100 1 Elect Directors For For Mgmt 2 Approve Non-Employee Director For For Mgmt Omnibus Stock Plan V. Vote Recommendation The total cost of the company's plans of 2.05 percent is within the allowable cap for this company of 5.36 percent. 3 Ratify Auditors For For Mgmt 05/06/04 - A Public Storage, Inc. *PSA* 74460D109 03/26/04 5,200 1 Elect Directors For Split Mgmt 1.1 Elect Director B. Wayne Hughes --- For We recommend a vote FOR the directors with the exception of B. Wayne Hughes, Jr.. We recommend that shareholders WITHHOLD votes from B. Wayne
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 20
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- Hughes, Jr. for poor attendance. 1.2 Elect Director Ronald L. Havner, Jr. --- For 1.3 Elect Director Harvey Lenkin --- For 1.4 Elect Director Robert J. Abernethy --- For 1.5 Elect Director Dann V. Angeloff --- For 1.6 Elect Director William C. Baker --- For 1.7 Elect Director John T. Evans --- For 1.8 Elect Director Uri P. Harkham --- For 1.9 Elect Director B. Wayne Hughes, Jr. --- Withhold 1.10 Elect Director Daniel C. Staton --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A Ramco-Gershenson Properties 751452202 04/12/04 8,800 Trust *RPT* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/20/04 - A Rayonier Inc. *RYN* 754907103 03/22/04 6,088 1 Elect Directors For For Mgmt 1.1 Elect Director Ronald M. Gross --- For 1.2 Elect Director Thomas I. Morgan --- For 1.3 Elect Director Katherine D. Ortega --- For 2 Increase Authorized Common Stock For For Mgmt 3 Amend Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 9.46 percent is within the allowable cap for this company of 11.34 percent. Additionally, this plan expressly forbids repricing. In 2003, the company granted over 25 percent of its total grants to its top five named executives. 05/11/04 - A Realty Income Corp. *O* 756109104 03/03/04 4,900 1 Elect Directors For For Mgmt 04/28/04 - A Regency Centers Corp. *REG* 758849103 03/22/04 8,000 1 Elect Directors For For Mgmt 1.1 Elect Director Martin E. Stein, Jr. --- For We recommend a vote FOR the directors.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 21
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.2 Elect Director Raymond L. Bank --- For 1.3 Elect Director A. R. Carpenter --- For 1.4 Elect Director J. Dix Druce, Jr. --- For 2 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests. 3 Increase Authorized Preferred Stock For Against Mgmt 4 Amend Stock Ownership Limitations For For Mgmt Since Security Capital is no longer a shareholder of the company, we believe that shareholders should approve this amendment that eliminates historical references. 05/05/04 - A Simon Property Group, Inc. 828806109 03/08/04 12,700 *SPG* 1 Elect Directors For For Mgmt 1.1 Elect Director Birch Bayh --- For We recommend a vote FOR the directors. 1.2 Elect Director Melvyn E. Bergstein --- For 1.3 Elect Director Linda Walker Bynoe --- For 1.4 Elect Director Karen N. Horn --- For 1.5 Elect Director G. William Miller --- For 1.6 Elect Director J. Albert Smith, Jr. --- For 1.7 Elect Director Pieter S. van den Berg --- For 2 Ratify Auditors For For Mgmt 3 Separate Chairman and CEO Positions Against For ShrHoldr Absent a substantial role of the lead director, we believe that a company of this size should be able to find an independent qualified director willing to serve as chairman. 05/13/04 - A Sovran Self Storage, Inc. 84610H108 04/02/04 4,100 *SSS* 1 Elect Directors For Split Mgmt 1.1 Elect Director Robert J. Attea --- Withhold We recommend a vote FOR the directors with the exception of affiliated outsider Charles E. Lannon and insiders Kenneth F. Myszka and Robert J. Attea, from whom we recommend shareholders WITHHOLD votes for failure to establish a majority independent board.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 22
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.2 Elect Director Kenneth F. Myszka --- Withhold 1.3 Elect Director John E. Burns --- For 1.4 Elect Director Michael A. Elia --- For 1.5 Elect Director Anthony P. Gammie --- For 1.6 Elect Director Charles E. Lannon --- Withhold 2 Amend Non-Employee Director Omnibus For For Mgmt Stock Plan V. Vote RecommendationThe total cost of the company's plan is 2.47 percent, which is within the allowable cap for this company of 7.46 percent. 3 Approve Outside Director Stock For For Mgmt Awards/Options in Lieu of Cash We believe that the voting power dilution from this plan is reasonable. By paying directors a greater portion of their compensation in stock rather than cash, their interests may be more closely aligned with those of shareholders. 4 Ratify Auditors For For Mgmt 05/07/04 - A Starwood Hotels & Resorts 85590A203 03/19/04 7,400 Worldwide, Inc. *HOT* 1 Elect Directors For For Mgmt 1.1 Elect Director Eric Hippeau --- For We recommend FOR the directors. 1.2 Elect Director Daniel Yih --- For 1.3 Elect Director Kneeland Youngblood --- For 2 Ratify Auditors For For Mgmt 3 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 12.11 percent is within the allowable cap for this company of 12.26 percent. 4 Declassify the Board of Directors For For Mgmt ISS commends management for submitting this proposal, which demonstrates a commitment to shareholders' interests.
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 23
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 05/18/04 - A Taubman Centers, Inc. *TCO* 876664103 03/31/04 7,000 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 05/11/04 - A Tejon Ranch Co. *TRC* 879080109 03/17/04 4,100 1 Elect Directors For For Mgmt 2 Approve Director & Officer For For Mgmt Indemnification Provisions ISS believes that the proposed protection of holding officers and directors to a duty of loyalty standard or requiring that they act in good faith is an effective compromise. In addition, courts have made it clear that grossly negligent actions by corporate servants will be condemned regardless of these shield statutes. These provisions have no effect on shareholders' ability to seek injunctive relief, which, if granted by the courts, would require management to refrain from proposed transactions. We believe that, in the long run, this flexibility is in shareholders' best interests. 3 Approve Executive Incentive Bonus For For Mgmt Plan The performance measures included under the plan are appropriate for the company given its line of business, long-term strategic objectives, and industry-specific measures for assessing market competitiveness. Additionally, the plan is administered by a committee of independent outsiders who must certify attainment of these objective, measurable performance goals before cash awards are paid to participants. Moreover, preservation of the full deductibility of all compensation paid reduces the company's corporate tax obligation. 05/28/04 - A The Macerich Co. *MAC* 554382101 03/17/04 3,700 1 Elect Directors For Split Mgmt 1.1 Elect Director Edward C. Coppola --- Withhold We recommend a vote FOR the all the directors except for Edward Coppola. We recommend that shareholders WITHHOLD votes from Edward Coppola for failure to establish a majority independent board. 1.2 Elect Director Fred S. Hubbell --- For 1.3 Elect Director Diana M. Laing --- For
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 24
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director Dr. William P. Sexton --- For 2 Ratify Auditors For For Mgmt 06/10/04 - A The Mills Corporation *MLS* 601148109 04/12/04 5,200 1 Elect Directors For Split Mgmt 1.1 Elect Director James C. Braithwaite --- Withhold We recommend a vote FOR the directors with the exception of Harry H. Nick and James C. Braithwaite. We recommend that shareholders WITHHOLD votes from Harry H. Nick for standing as an affiliated outsider on the Audit, Compensation and Nominating Committees and for failure to establish a majority independent board and from James C. Braithwaite for failure to establish a majority independent board. 1.2 Elect Director Joseph B. Gildenhorn --- For 1.3 Elect Director Harry H. Nick --- Withhold 1.4 Elect Director Robert P. Pincus --- For 2 Ratify Auditors For For Mgmt 3 Increase Authorized Preferred Stock For For Mgmt The requested increase of 20,000,000 shares is below the allowable threshold of 32,000,000 shares. We recommend a vote FOR this proposal. 4 Approve Omnibus Stock Plan For For Mgmt V. Vote Recommendation The total cost of the company's plans of 5.20 percent is within the allowable cap for this company of 5.53 percent. 5 Approve Executive High Performance For For Mgmt Program 05/04/04 - A United Dominion Realty Trust, 910197102 03/01/04 17,600 Inc. *UDR* 1 Elect Directors For Split Mgmt 1.1 Elect Director Eric J. Foss --- For We recommend a vote FOR the directors with the exception of affiliated outsiders James D. Klingbeil and Jon A. Grove. We recommend that shareholders WITHHOLD votes from James D. Klingbeil and Jon A. Grove for standing as affiliated outsiders on the Compensation Committee. 1.2 Elect Director Robert P. Freeman --- For 1.3 Elect Director Jon A. Grove --- Withhold
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 25
Vote Summary Report Apr 01, 2004 - Jun 3o, 2004 WESTWOOD REALTY FUND Mtg Company/ Mgmt Vote Record Shares Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted --------------------------------------------------------------------------------------------------------------- 1.4 Elect Director James D. Klingbeil --- Withhold 1.5 Elect Director Robert C. Larson --- For 1.6 Elect Director Thomas R. Oliver --- For 1.7 Elect Director Lynne B. Sagalyn --- For 1.8 Elect Director Mark J. Sandler --- For 1.9 Elect Director Robert W. Scharar --- For 1.10 Elect Director Thomas W. Toomey --- For 2 Ratify Auditors For For Mgmt 06/02/04 - A Universal Health Realty Income 91359E105 04/22/04 6,000 Trust *UHT* 1 Elect Directors For For Mgmt 05/27/04 - A Vornado Realty Trust *VNO* 929042109 04/16/04 7,100 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 04/23/04 - A Weingarten Realty Investors 948741103 03/05/04 8,650 *WRI* 1 Elect Directors For For Mgmt 2 Ratify Auditors For For Mgmt 3 Limit Awards to Executives Against For ShrHoldr
-------------------------------------------------------------------------------- Mgmt Rec - Company Management Recommended Vote Page 26
WHITMAN EDUCATION GROUP, INC. WIX Special Meeting Date: 07/01/2003 Issuer: 966524 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Management For No No DATED AS OF MARCH 26, 2003, AMONG THE COMPANY, CAREER EDUCATION CORPORATION ( CEC ) AND MARLIN ACQUISITION CORP., A WHOLLY-OWNED SUBSIDIARY OF CEC ( MARLIN ), UNDER WHICH THE COMPANY WILL MERGE WITH AND INTO MARLIN, WITH MARLIN CONTINUING AS A WHOLLY-OWNED SUBSIDIARY OF CEC. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 10,000 10,000 06/23/2003
------------------------------------------------------------------------------------------------------------------------------------ COMMUNITY SERVICE COMMUNICATIONS, IN CMYS Annual Meeting Date: 07/09/2003 Issuer: 20404P ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO FIX NUMBER OF DIRECTORS AT EIGHT Management For No No 02 DIRECTOR Management For No No 03 TO APPROVE THE ASSET PURCHASE AGREEMENT, DATED Management For No No AS OF APRIL 18, 2003, AMONG COMMUNITY SERVICE COMMUNICATIONS, INC., COMMUNITY SERVICE TELEPHONE CO., COMMTEL COMMUNICATIONS, INC. AND FAIRPOINT COMMUNICATIONS, INC., AND THE TRANSACTIONS CONTEMPLATED THEREIN, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMEMT. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 203 8,260 8,260 06/23/2003
------------------------------------------------------------------------------------------------------------------------------------ ALLEN TELECOM INC. ALN Special Meeting Date: 07/15/2003 Issuer: 018091 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 A PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Management For No No MERGER, DATED AS OF FEBRUARY 17, 2003, AS AMENDED, BY AND AMONG ANDREW CORPORATION, ADIRONDACKS, LLC AND ALLEN TELECOM, INC. (THE MERGER AGREEMENT), AND APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. 02 A PROPOSAL TO APPROVE ADJOURNMENTS OR POSTPONEMENTS Management For No No OF THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 5,000 5,000 07/01/2003
------------------------------------------------------------------------------------------------------------------------------------ WOMEN FIRST HEALTHCARE, INC. WFHC Annual Meeting Date: 08/05/2003 Issuer: 978150 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED Management Against Yes No WOMEN FIRST HEALTHCARE, INC. 1998 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER FROM 3,949,985 TO 4,949,985. 03 TO APPROVE THE ISSUANCE OF SHARES OF THE COMPANY S Shareholder Abstain Yes No COMMON STOCK EXCEEDING 20% OF THE OUTSTANDING SHARES UNDER CERTAIN CIRCUMSTANCES PURSUANT TO PREVIOUSLY ISSUED PREFERRED STOCK AND WARRANTS. 04 TO RATIFY THE SALE AND ISSUANCE OF AN AGGREGATE Management Abstain Yes No OF 1,478,872 SHARES OF THE COMPANY S COMMON STOCK TO TWO OF THE COMPANY S OFFICERS AND DIRECTORS AS PART OF A 3,521,124 SHARE PRIVATE PLACEMENT IN MAY 2003. 05 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For No No AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 6,000 6,000 08/05/2003
------------------------------------------------------------------------------------------------------------------------------------ BILOXI MARSH LANDS CORPORATION BLMC Consent Meeting Date: 08/07/2003 Issuer: 090203 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 THE UNDERSIGNED STOCKHOLDER OF BILOXI MARSH LANDS Management For No No CORPORATION, A DELAWARE CORPORATION, BY THIS CONSENT, HEREBY APPROVES THE CORPORATION S RESTATED CERTIFICATE OF INCORPORATION AS SET FORTH IN EXHIBIT A TO THE CORPORATION S CONSENT SOLICITATION STATEMENT DATED JUNE 27, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 2,508 2,508 08/07/2003
------------------------------------------------------------------------------------------------------------------------------------ OAK TECHNOLOGY, INC. OAKT Special Meeting Date: 08/08/2003 Issuer: 671802 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Management For No No REORGANIZATION, DATED AS OF MAY 4, 2003, BY AND AMONG ZORAN CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF ZORAN AND OAK TECHNOLOGY, INC., AND APPROVE THE MERGER CONTEMPLATED BY THAT AGREEMENT. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 85,000 85,000 08/01/2003
------------------------------------------------------------------------------------------------------------------------------------ INTEREP NATIONAL RADIO SALES, INC. IREP Annual Meeting Date: 08/13/2003 Issuer: 45866V ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No AS THE COMPANY S INDEPENDENT AUDITORS FOR THE 2003 FISCAL YEAR. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 100,000 100,000 08/05/2003
------------------------------------------------------------------------------------------------------------------------------------ MODTECH HOLDINGS, INC. MODT Annual Meeting Date: 08/13/2003 Issuer: 60783C ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 5,000 5,000 08/05/2003
------------------------------------------------------------------------------------------------------------------------------------ THOMAS NELSON, INC. TNM Annual Meeting Date: 08/21/2003 Issuer: 640376 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE THOMAS NELSON, INC. 2003 STOCK Management Against Yes No INCENTIVE PLAN, AS DESCRIBED IN THE PROXY STATEMENT. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 68,000 68,000 08/06/2003
------------------------------------------------------------------------------------------------------------------------------------ HOMASOTE COMPANY HMTC Annual Meeting Date: 09/15/2003 Issuer: 436866 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 10,907 10,907 09/04/2003
------------------------------------------------------------------------------------------------------------------------------------ GERBER SCIENTIFIC, INC. GRB Annual Meeting Date: 09/18/2003 Issuer: 373730 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO OBTAIN SHAREHOLDER APPROVAL OF THE GERBER Management For No No SCIENTIFIC, INC. 2003 EMPLOYEE STOCK OPTION PLAN. 03 TO OBTAIN SHAREHOLDER APPROVAL OF THE GERBER Management For No No SCIENTIFIC, INC. NON-EMPLOYEE DIRECTOR S STOCK GRANT PLAN. 04 SHAREHOLDER PROPOSAL TO REPEAL THE CLASSIFIED Shareholder Against No No BOARD. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 10,000 10,000 09/10/2003
------------------------------------------------------------------------------------------------------------------------------------ SUNWEST BANK SWST Annual Meeting Date: 09/29/2003 Issuer: 86789K ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 REVERSE STOCK SPLIT - TO APPROVE AN AMENDMENT Shareholder Against Yes No TO THE BANK S ARTICLES OF INCORPORATION TO EFFECT A ONE FOR FORTY REVERSE STOCK SPLIT OF SUNWEST BANK S COMMON STOCK. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 800 800 09/26/2003
------------------------------------------------------------------------------------------------------------------------------------ NEOGEN CORPORATION NEOG Annual Meeting Date: 10/02/2003 Issuer: 640491 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 17,700 17,700 09/26/2003
------------------------------------------------------------------------------------------------------------------------------------ IVILLAGE INC. IVIL Annual Meeting Date: 10/09/2003 Issuer: 46588H ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY SELECTION OF PRICEWATERHOUSECOOPERS Management For No No LLP AS INDEPENDENT AUDITORS OF IVILLAGE INC. FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 3,000 3,000 10/01/2003
------------------------------------------------------------------------------------------------------------------------------------ STORAGENETWORKS, INC. STOR Annual Meeting Date: 10/14/2003 Issuer: 86211E ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 APPROVE AND ADOPT THE PLAN OF COMPLETE LIQUIDATION Management Unvoted No AND DISSOLUTION OF STORAGENETWORKS, INC., AND APPROVE THE DISSOLUTION OF THE COMPANY. 02 DIRECTOR Management Unvoted No 03 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Management Unvoted No THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 850,000 0
------------------------------------------------------------------------------------------------------------------------------------ PETROLEUM GEO-SERVICES ASA PGOGY Special Meeting Date: 10/16/2003 Issuer: 716597 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 APPROVAL OF THE ELECTION OF ONE PERSON TO COUNTERSIGN Management For No No THE MINUTES. 02 APPROVAL OF THE RESTRUCTURING OF THE COMPANY. Management For No No 03 APPROVAL OF THE PROPOSAL TO REDUCE THE SHARE Shareholder For No No CAPITAL OF THE COMPANY. 04 APPROVAL OF THE PROPOSAL TO INCREASE THE SHARE Shareholder For No No CAPITAL OF THE COMPANY THROUGH A PRIVATE PLACEMENT IN EXCHANGE FOR DEBT OWED TO NOTEHOLDERS AND BANKS. 05 APPROVAL OF THE PROPOSAL TO INCREASE THE SHARE Shareholder For No No CAPITAL OF THE COMPANY THROUGH A FURTHER PRIVATE PLACEMENT IN EXCHANGE FOR DEBT OWED TO NOTEHOLDERS AND BANKS. 06 APPROVAL OF THE PROPOSAL TO AUTHORIZE THE BOARD Shareholder For No No TO INCREASE THE SHARE CAPITAL OF THE COMPANY. 07 APPROVAL OF THE AMENDMENT OF ARTICLES OF ASSOCIATION. Management For No No 09 APPROVAL OF THE INSTRUCTION TO THE BOARD CONCERNING Management For No No APPROVAL OF MAJOR TRANSACTIONS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 2,500 2,500 10/07/2003
------------------------------------------------------------------------------------------------------------------------------------ HARBOR GLOBAL COMPANY LTD. HRBG Annual Meeting Date: 10/20/2003 Issuer: G4285W ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO RATIFY AND CONFIRM THE BOARD OF DIRECTORS Management For No No APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY UNTIL THE CLOSE OF THE COMPANY S 2003 ANNUAL GENERAL MEETING AT A FEE TO BE AGREED BY THE DIRECTORS ACTING THROUGH THE COMPANY S AUDIT COMMITTEE. 02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For No No AUDITOR FOR THE COMPANY UNTIL THE CLOSE OF THE COMPANY S 2004 ANNUAL GENERAL MEETING AT A FEE TO BE AGREED TO BY THE DIRECTORS ACTING THROUGH THE COMPANY S AUDIT COMMITTEE. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 97,400 97,400 10/07/2003
------------------------------------------------------------------------------------------------------------------------------------ WEIDER NUTRITION INTERNATIONAL, INC. WNI Annual Meeting Date: 10/28/2003 Issuer: 948603 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 275,000 275,000 10/22/2003
------------------------------------------------------------------------------------------------------------------------------------ GP STRATEGIES CORPORATION GPX Annual Meeting Date: 10/29/2003 Issuer: 36225V ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE THE COMPANY S 2003 INCENTIVE STOCK Management For No No PLAN. 03 TO RATIFY THE BOARD OF DIRECTORS APPOINTMENT Management For No No OF KPMG LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 4,000 4,000 10/22/2003
------------------------------------------------------------------------------------------------------------------------------------ DANIELSON HOLDING CORPORATION DHC Annual Meeting Date: 11/05/2003 Issuer: 236274 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No AS THE COMPANY S INDEPENDENT AUDITORS FOR THE 2003 FISCAL YEAR. 03 ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE Management For No No THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 1,400 1,400 10/29/2003
------------------------------------------------------------------------------------------------------------------------------------ STRATOS LIGHTWAVE, INC. STLW Annual Meeting Date: 11/06/2003 Issuer: 863100 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO APPROVE THE ISSUANCE OF SHARES OF STRATOS Management For No No COMMON STOCK AND STRATOS PREFERRED STOCK AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 2, 2003, AMONG STRATOS LIGHTWAVE INC., SLEEPING BEAR MERGER CORP., A WHOLLY OWNED SUBSIDIARY OF STRATOS LIGHTWAVE, INC. AND STERLING HOLDING COMPANY. 02 DIRECTOR Management For No No 03 TO AMEND THE STRATOS RESTATED CERTIFICATE OF Management For No No INCORPORATION, AS AMENDED, TO CHANGE THE CORPORATE NAME TO STRATOS INTERNATIONAL, INC. 04 TO ADOPT THE STRATOS LIGHTWAVE, INC. 2003 STOCK Management For No No PLAN. 05 TO ADOPT THE STRATOS LIGHTWAVE, INC. 2003 EMPLOYEE Management For No No STOCK PURCHASE PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 202 10,000 10,000 11/05/2003
------------------------------------------------------------------------------------------------------------------------------------ THE FAIRCHILD CORPORATION FA Annual Meeting Date: 11/07/2003 Issuer: 303698 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE PERFORMANCE GOALS FOR INCENTIVE COMPENSATION Management For No No FOR THE PRESIDENT. 03 TO APPROVE PERFORMANCE GOALS FOR INCENTIVE COMPENSATION Management For No No FOR THE CHIEF EXECUTIVE OFFICER. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 45,800 45,800 11/06/2003
------------------------------------------------------------------------------------------------------------------------------------ BALDWIN TECHNOLOGY COMPANY, INC. BLD Annual Meeting Date: 11/11/2003 Issuer: 058264 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 63,000 63,000 11/05/2003
------------------------------------------------------------------------------------------------------------------------------------ LIFECORE BIOMEDICAL, INC. LCBM Annual Meeting Date: 11/13/2003 Issuer: 532187 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO RATIFY AND APPROVE THE 2003 STOCK Management For No No INCENTIVE PLAN. 03 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For No No OF GRANT THORNTON LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE CURRENT FISCAL YEAR ENDING JUNE 30, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 2,000 2,000 11/11/2003
------------------------------------------------------------------------------------------------------------------------------------ KMG CHEMICALS, INC. KMGB Annual Meeting Date: 11/18/2003 Issuer: 482564 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE AN INCREASE IN THE NUMBER OF SHARES Management Against Yes No OF THE COMPANY S COMMON STOCK, $0.01 PAR VALUE PER SHARE, THAT MAY BE PURCHASED UNDER THE COMPANY S 1996 STOCK OPTION PLAN. 03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For No No LLP AS INDEPENDENT ACCOUNTANTS AND AUDITORS FOR THE COMPANY FOR FISCAL YEAR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 1,000 1,000 11/11/2003
------------------------------------------------------------------------------------------------------------------------------------ DELTA NATURAL GAS COMPANY, INC. DGAS Annual Meeting Date: 11/20/2003 Issuer: 247748 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 16,700 16,700 11/18/2003
------------------------------------------------------------------------------------------------------------------------------------ COLLECTORS UNIVERSE, INC. CLCT Annual Meeting Date: 12/04/2003 Issuer: 19421R ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF: THE 2003 STOCK INCENTIVE PLAN, WHICH Management For No No AUTHORIZES 500,000 SHARES OF COMMON STOCK FOR THE GRANT OF STOCK OPTIONS AND RESTRICTED SHARE PURCHASE RIGHTS TO OFFICERS, EMPLOYEES, DIRECTORS AND SERVICE PROVIDERS OF THE COMPANY. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 200 6,000 6,000 11/24/2003
------------------------------------------------------------------------------------------------------------------------------------ PUBLICARD, INC. CARD Annual Meeting Date: 12/08/2003 Issuer: 744627 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For No No LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 10,000 10,000 12/03/2003
------------------------------------------------------------------------------------------------------------------------------------ GYRODYNE COMPANY OF AMERICA, INC. GYRO Annual Meeting Date: 12/09/2003 Issuer: 403820 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE ENGAGEMENT OF HOLTZ RUBENSTEIN Management For No No & CO., LLP AS CERTIFIED PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 7,000 7,000 12/03/2003
------------------------------------------------------------------------------------------------------------------------------------ MOBIUS MANAGEMENT SYSTEMS, INC. MOBI Annual Meeting Date: 12/16/2003 Issuer: 606925 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE AMENDMENT TO THE 1996 STOCK INCENTIVE Management For No No PLAN 03 APPROVAL OF THE AMENDMENT TO THE 1998 EMPLOYEE Management For No No STOCK PURCHASE PLAN 04 RATIFICATION OF THE APPOINTMENT BY THE AUDIT Management For No No COMMITTEE OF PRICEWATERHOUSECOOPERS LLP Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 14,700 14,700 12/09/2003
------------------------------------------------------------------------------------------------------------------------------------ SYCAMORE NETWORKS, INC. SCMR Annual Meeting Date: 12/18/2003 Issuer: 871206 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF THE FIRM OF Management For No No PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE CORPORATION FOR THE FISCAL YEAR ENDING JULY 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 50,000 50,000 12/09/2003
------------------------------------------------------------------------------------------------------------------------------------ DEL GLOBAL TECHNOLOGIES CORP. DGTC Annual Meeting Date: 01/14/2004 Issuer: 245073 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT Management For No No PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING JULY 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 40,000 40,000 12/30/2003
------------------------------------------------------------------------------------------------------------------------------------ LINDSAY MANUFACTURING CO. LNN Annual Meeting Date: 01/21/2004 Issuer: 535555 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AUDITOR. RATIFICATION OF THE APPOINTMENT OF KPMG Management For No No LLP AS THE INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING AUGUST 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 2,000 2,000 01/16/2004
------------------------------------------------------------------------------------------------------------------------------------ RGC RESOURCES, INC. RGCO Annual Meeting Date: 01/26/2004 Issuer: 74955L ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For No No LLP AS INDEPENDENT AUDITORS. 03 AUTHORIZE PROXIES TO VOTE ON SUCH OTHER BUSINESS, Management For No No IF ANY, THAT MAY PROPERLY COME BEFORE THE MEETING. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 9,500 9,500 01/16/2004
------------------------------------------------------------------------------------------------------------------------------------ LOWRANCE ELECTRONICS, INC. LEIX Annual Meeting Date: 01/27/2004 Issuer: 548900 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO RATIFY THE SELECTION OF DELOITTE Management For No No AND TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR ITS FISCAL YEAR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 6,000 6,000 01/21/2004
------------------------------------------------------------------------------------------------------------------------------------ NTL EUROPE, INC. Special Meeting Date: 01/27/2004 Issuer: 62940R ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO APPROVE AND ADOPT THE CERTIFICATE OF AMENDMENT Shareholder For No No TO THE CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AS SET FORTH IN THE PROXY STATEMENT PROVIDED TO STOCKHOLDERS. 02 TO APPROVE AND ADOPT THE CERTIFICATE OF AMENDMENT Management For No No TO THE CERTIFICATE OF INCORPORATION TO EFFECT A CHANGE OF NTL EUROPE S NAME AS SET FORTH IN THE PROXY STATEMENT PROVIDED TO STOCKHOLDERS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 9,153 9,153 01/23/2004
------------------------------------------------------------------------------------------------------------------------------------ TECH/OPS SEVCON, INC. TO Annual Meeting Date: 01/27/2004 Issuer: 878293 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO AMEND THE 1996 EQUITY INCENTIVE PLAN. Management Against Yes No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 16,000 16,000 01/23/2004
------------------------------------------------------------------------------------------------------------------------------------ CASCADE NATURAL GAS CORPORATION CGC Annual Meeting Date: 01/28/2004 Issuer: 147339 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 CONSIDER AND ACT UPON THE PROPOSED INCREASE OF Management For No No 35,000 SHARES IN THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2000 DIRECTOR STOCK AWARD PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 3,900 3,900 01/21/2004
------------------------------------------------------------------------------------------------------------------------------------ CRAZY WOMAN CREEK BANCORP INCORPORAT CRZY Annual Meeting Date: 01/28/2004 Issuer: 225233 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 11,000 11,000 01/16/2004
------------------------------------------------------------------------------------------------------------------------------------ EAGLE SUPPLY GROUP, INC. EEGL Annual Meeting Date: 01/29/2004 Issuer: 269894 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE (A) THE EXERCISE OF THE WARRANT Shareholder For No No TO THE EXTENT THAT IT IS EXERCISED TO PURCHASE IN EXCESS OF 811,090 WARRANT SHARES AND (B) THE APPLICATION OF CERTAIN ANTI-DILUTION ADJUSTMENTS TO THE EXERCISE PRICE OF THE WARRANT, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT DATED DECEMBER 23, 2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 50,000 50,000 01/21/2004
------------------------------------------------------------------------------------------------------------------------------------ PETROCORP INCORPORATED PEX Special Meeting Date: 01/30/2004 Issuer: 71645N ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER Management For No No DATED AUGUST 14, 2003, AMONG PETROCORP, UNIT CORPORATION AND UNIT ACQUISITION COMPANY, AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, AS AMENDED, AND AS SUCH AGREEMENT MAY BE FURTHER AMENDED FROM TIME TO TIME. 02 APPROVAL OF A PROPOSAL TO GRANT PETROCORP MANAGEMENT Management For No No DISCRETIONARY AUTHORITY TO ADJOURN AND RECONVENE THE SPECIAL MEETING ONE OR MORE TIMES, BUT NO LATER THAN MAY 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 31,200 31,200 01/23/2004
------------------------------------------------------------------------------------------------------------------------------------ CORNING NATURAL GAS CORPORATION CNIG Annual Meeting Date: 02/03/2004 Issuer: 219381 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO ACT UPON SUCH OTHER MATTERS AS MAY COME BEFORE Management For No No THE MEETING. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 13,347 13,347 01/27/2004
------------------------------------------------------------------------------------------------------------------------------------ J & J SNACK FOODS CORP. JJSF Annual Meeting Date: 02/05/2004 Issuer: 466032 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF PERFORMANCE-BASED COMPENSATION FOR Management For No No GERALD B. SHREIBER. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 4,000 4,000 02/03/2004
------------------------------------------------------------------------------------------------------------------------------------ ANDREW CORPORATION ANDW Annual Meeting Date: 02/10/2004 Issuer: 034425 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK Management For No No AVAILABLE FOR ISSUANCE UNDER THE ANDREW CORPORATION EMPLOYEE STOCK PURCHASE PLAN BY 1,700,000. 03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS Management For No No INDEPENDENT PUBLIC AUDITORS FOR FISCAL YEAR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 3,000 3,000 01/28/2004
------------------------------------------------------------------------------------------------------------------------------------ RESOURCE BANKSHARES CORPORATION RBKV Special Meeting Date: 02/26/2004 Issuer: 76121R ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 APPROVAL AND ADOPTION OF AGREEMENT AND PLAN OF Management For No No MERGER BETWEEN RESOURCE BANKSHARES CORPORATION AND FULTON FINANCIAL CORPORATION. 02 APPROVAL OF ADJOURNMENT OR POSTPONEMENT OF SPECIAL Management For No No MEETING. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 22,200 22,200 02/24/2004
------------------------------------------------------------------------------------------------------------------------------------ COOLBRANDS INTERNATIONAL INC. CLBZF Special Meeting Date: 02/27/2004 Issuer: 21639P ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ A IN RESPECT OF THE ELECTION AS DIRECTORS OF THOSE Management For No No PERSONS LISTED BELOW; ROMEO DEGASPERIS, AARON SERRUYA, MICHAEL SERRUYA, DAVID M. SMITH, RICHARD E. SMITH, DAVID J. STEIN B IN RESPECT OF THE RESOLUTION SET FORTH IN SCHEDULE Management For No No B TO THE MANAGEMENT INFORMATION CIRCULAR DATED JANUARY 27, 2004 PROPOSING AN AMENDMENT TO THE 2002 STOCK OPTION PLAN OF THE CORPORATION C IN RESPECT OF THE APPOINTMENT OF BDO DUNWOODY Management For No No LLP AS AUDITOR AND AUTHORIZING THE DIRECTORS TO FIX THE AUDITOR S REMUNERATION Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 208 4,000 4,000 02/26/2004
------------------------------------------------------------------------------------------------------------------------------------ TODHUNTER INTERNATIONAL, INC. THT Annual Meeting Date: 03/16/2004 Issuer: 889050 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE COMPANY S 2004 STOCK OPTION PLAN, Management For No No REPLACING THE 1992 STOCK OPTION PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 4,000 4,000 03/15/2004
------------------------------------------------------------------------------------------------------------------------------------ RWC, INC. RWCI Annual Meeting Date: 03/18/2004 Issuer: 749904 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AUDITORS Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 9,250 9,250 03/04/2004
------------------------------------------------------------------------------------------------------------------------------------ OMNOVA SOLUTIONS INC. OMN Annual Meeting Date: 03/25/2004 Issuer: 682129 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 47,000 47,000 03/18/2004
------------------------------------------------------------------------------------------------------------------------------------ HANMI FINANCIAL CORPORATION HAFC Special Meeting Date: 04/07/2004 Issuer: 410495 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 ISSUANCE OF COMMON STOCK. APPROVAL OF THE ISSUANCE Management For No No OF HANMI COMMON STOCK (I) PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED DECEMBER 22, 2003, BY AND AMONG HANMI FINANCIAL CORPORATION, HANMI BANK AND PACIFIC UNION BANK AND (II) IN A CONCURRENT PRIVATE PLACEMENT OF 3,947,369 SHARES AT $19 PER SHARE PURSUANT TO SECURITIES PURCHASE AGREEMENTS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 5,933 5,933 03/30/2004
------------------------------------------------------------------------------------------------------------------------------------ MONARCH CEMENT COMPANY MCEM Annual Meeting Date: 04/14/2004 Issuer: 609031 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 2,400 2,400 03/26/2004
------------------------------------------------------------------------------------------------------------------------------------ CALCASIEU REAL ESTATE & OIL CO., INC CKX Annual Meeting Date: 04/15/2004 Issuer: 128685 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 203 24,817 24,817 04/06/2004
------------------------------------------------------------------------------------------------------------------------------------ UNITIL CORPORATION UTL Annual Meeting Date: 04/15/2004 Issuer: 913259 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 13,700 13,700 03/31/2004
------------------------------------------------------------------------------------------------------------------------------------ BILOXI MARSH LANDS CORPORATION BLMC Annual Meeting Date: 04/16/2004 Issuer: 090203 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 THE ADOPTION OF AMENDMENT A TO THE RESTATED CERTIFICATE Management For No No OF INCORPORATION 03 THE ADOPTION OF AMENDMENT B TO THE RESTATED CERTIFICATE Shareholder For No No OF INCORPORATION Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 2,508 2,508 03/31/2004
------------------------------------------------------------------------------------------------------------------------------------ COLE NATIONAL CORPORATION CNJ Special Meeting Date: 04/20/2004 Issuer: 193290 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND Management For No No PLAN OF MERGER, DATED AS OF JANUARY 23, 2004, BY AND AMONG LUXOTTICA GROUP S.P.A., COLORADO ACQUISITION CORP. AND COLE NATIONAL CORPORATION. 02 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Management For No No TO VOTE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OF THE MEETING, INCLUDING THE APPROVAL OF ANY PROPOSAL TO POSTPONE OR ADJOURN THE SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1 IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES FOR APPROVAL. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 400 400 04/06/2004
------------------------------------------------------------------------------------------------------------------------------------ SHENANDOAH TELECOMMUNICATIONS COMPAN SHEN Annual Meeting Date: 04/20/2004 Issuer: 82312B ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 6,600 6,600 04/06/2004
------------------------------------------------------------------------------------------------------------------------------------ TUTOGEN MEDICAL, INC. TTG Annual Meeting Date: 04/20/2004 Issuer: 901107 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFY THE APPOINTMENT OF DELOITTE AND TOUCHE Management For No No L.L.P. AS THE COMPANY S AUDITORS FOR THE 2004 FISCAL YEAR. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 2,000 2,000 04/06/2004
------------------------------------------------------------------------------------------------------------------------------------ FIDELITY SOUTHERN CORPORATION LION Annual Meeting Date: 04/22/2004 Issuer: 316394 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 5,500 5,500 04/20/2004
------------------------------------------------------------------------------------------------------------------------------------ SEACOAST BANKING CORPORATION OF FLOR SBCF Annual Meeting Date: 04/22/2004 Issuer: 811707 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 306 13,000 13,000 04/15/2004
------------------------------------------------------------------------------------------------------------------------------------ CURTISS-WRIGHT CORPORATION CW Annual Meeting Date: 04/23/2004 Issuer: 231561 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF KPMG AS INDEPENDENT AUDITORS FOR Management For No No THE COMPANY FOR 2004. Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 408 2,000 2,000 04/22/2004
------------------------------------------------------------------------------------------------------------------------------------ HUTTIG BUILDING PRODUCTS, INC. HBP Annual Meeting Date: 04/26/2004 Issuer: 448451 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF KPMG AS INDEPENDENT AUDITORS FOR Management For No No THE COMPANY FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 5,000 5,000 04/08/2004
------------------------------------------------------------------------------------------------------------------------------------ REGENERATION TECHNOLOGIES, INC. RTIX Annual Meeting Date: 04/26/2004 Issuer: 75886N ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE THE REGENERATION TECHNOLOGIES, Management Against Yes No INC. 2004 EQUITY INCENTIVE PLAN Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 41,000 41,000 04/23/2004
------------------------------------------------------------------------------------------------------------------------------------ CAPITAL PROPERTIES, INC. CPI Annual Meeting Date: 04/27/2004 Issuer: 140430 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE APPOINTMENT OF LEFKOWITZ, Management For No No GARFINKEL, CHAMPI & DERIENZO P.C. AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE CURRENT FISCAL YEAR. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 2,500 2,500 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ FEDDERS CORPORATION FJC Annual Meeting Date: 04/27/2004 Issuer: 313135 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF INCENTIVE COMPENSATION PLAN FOR EXECUTIVE Management For No No OFFICERS. 03 APPROVAL OF A GRANT OF A PERFORMANCE BASED AWARD Management For No No TO THE CHIEF EXECUTIVE OFFICER. 04 RATIFICATION OF THE APPOINTMENT OF DELOITTE & Management For No No TOUCHE, LLP AS THE COMPANY S INDEPENDENT AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 501 185,000 185,000 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ MARINE PRODUCTS CORPORATION MPX Annual Meeting Date: 04/27/2004 Issuer: 568427 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE THE PROPOSED 2004 STOCK INCENTIVE PLAN Management Against Yes No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 3,000 3,000 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ RPC, INC. RES Annual Meeting Date: 04/27/2004 Issuer: 749660 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE THE PROPOSED 2004 STOCK INCENTIVE PLAN Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 6,000 6,000 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ SELAS CORPORATION OF AMERICA SLS Annual Meeting Date: 04/27/2004 Issuer: 816119 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 167,500 167,500 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA WATER SERVICE GROUP CWT Annual Meeting Date: 04/28/2004 Issuer: 130788 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP, Management For No No AS THE INDEPENDENT AUDITORS OF THE GROUP FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 2,760 2,760 04/21/2004
------------------------------------------------------------------------------------------------------------------------------------ CONSOLIDATED-TOMOKA LAND CO. CTO Annual Meeting Date: 04/28/2004 Issuer: 210226 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 500 500 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ CTS CORPORATION CTS Annual Meeting Date: 04/28/2004 Issuer: 126501 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE CTS CORPORATION 2004 OMNIBUS Management Against Yes No LONG-TERM INCENTIVE PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 25,000 25,000 04/20/2004
------------------------------------------------------------------------------------------------------------------------------------ DOVER DOWNS GAMING & ENTERTAINMENT, DDE Annual Meeting Date: 04/28/2004 Issuer: 260095 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE 2002 STOCK INCENTIVE PLAN, AS Management For No No AMENDED AND RESTATED Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 12,000 12,000 04/21/2004
------------------------------------------------------------------------------------------------------------------------------------ DOVER MOTORSPORTS, INC. DVD Annual Meeting Date: 04/28/2004 Issuer: 260174 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE 2004 STOCK INCENTIVE PLAN Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 15,000 15,000 04/21/2004
------------------------------------------------------------------------------------------------------------------------------------ EASTERN COMPANY EML Annual Meeting Date: 04/28/2004 Issuer: 276317 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFY THE APPOINTMENT OF AUDITORS (ERNST & YOUNG Management For No No LLP) Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 5,500 5,500 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ AMPCO-PITTSBURGH CORPORATION AP Annual Meeting Date: 04/29/2004 Issuer: 032037 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 10,200 10,200 04/02/2004
------------------------------------------------------------------------------------------------------------------------------------ D&E COMMUNICATIONS, INC. DECC Annual Meeting Date: 04/29/2004 Issuer: 232860 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AMENDMENT OF THE COMPANY S ARTICLES OF INCORPORATION Shareholder For No No TO INCREASE THE NUMBER OF THE COMPANY S AUTHORIZED COMMON SHARES FROM THIRTY MILLION SHARES TO ONE HUNDRED MILLION SHARES. 03 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Management For No No THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 25,896 25,896 04/08/2004
------------------------------------------------------------------------------------------------------------------------------------ FISHER COMMUNICATIONS, INC. FSCI Annual Meeting Date: 04/29/2004 Issuer: 337756 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 209 12,500 12,500 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ MINE SAFETY APPLIANCES COMPANY MSA Annual Meeting Date: 04/29/2004 Issuer: 602720 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 1A ELECTION OF ONE DIRECTOR FOR A TERM EXPIRING Management For No No IN 2005. NOMINEE: DIANE M. PEARSE 02 SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Management For No No AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 23,100 23,100 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ PAXAR CORPORATION PXR Annual Meeting Date: 04/29/2004 Issuer: 704227 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 1,000 1,000 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ SJW CORP. SJW Annual Meeting Date: 04/29/2004 Issuer: 784305 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 AMEND THE CORPORATION S BY-LAWS TO ESTABLISH Management For No No THE PERMISSIBLE SIZE OF THE BOARD OF DIRECTORS AS A RANGE FROM SEVEN TO ELEVEN DIRECTORS, AND SET THE SPECIFIC NUMBER OF DIRECTORS AT EIGHT. 02 DIRECTOR Management For No No 03 RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Management For No No AUDITOR OF THE CORPORATION. 04 AUTHORIZE THE PROXY HOLDERS TO VOTE UPON SUCH Management For No No OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 7,200 7,200 04/02/2004
------------------------------------------------------------------------------------------------------------------------------------ SOUTH JERSEY INDUSTRIES, INC. SJI Annual Meeting Date: 04/29/2004 Issuer: 838518 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE THE ACTION OF THE BOARD OF DIRECTORS Management For No No IN APPOINTING DELOITTE & TOUCHE LLP AS AUDITORS OF THE COMPANY FOR THE YEAR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 10,500 10,500 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ DUCATI MOTOR HOLDING S.P.A. DMH Annual Meeting Date: 04/30/2004 Issuer: 264066 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ O1 APPROVAL OF THE DRAFT FINANCIAL STATEMENTS AT Management For No No 31.12.2003. O3 RESOLUTIONS PERTAINING THE COMPOSITION OF THE Management For No No BOARD OF DIRECTORS. O4 AUTHORIZATION OF A POSSIBLE BUY-BACK AND SUBSEQUENT Management For No No DISPOSALS BY THE COMPANY OF ITS OWN SHARES, IN ACCORDANCE WITH ARTICLES 2357 AND 2357-TER OF THE ITALIAN CIVIL CODE AND ARTICLE 132 OF ITALIAN D.LGS. 58/98, WITH THE CONSEQUENT RESOLUTIONS. O5 APPOINTMENT OF THE INDEPENDENT AUDITING COMPANY Management For No No TO AUDIT AND CERTIFY THE STAND-ALONE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE-YEAR PERIOD 2004-2006, INCLUDED THE HALF-YEAR REPORT 2007, INDICATING THE RELATED FEE PAYABLE. O6 APPOINTMENT OF BOARD OF STATUTORY AUDITORS AND Management For No No RELEVANT PRESIDENT. E1 APPROVAL OF THE PLAN FOR A MERGER BY ABSORPTION Management For No No OF THE COMPANY DUCATI.COM S.R.L. INTO DUCATI MOTOR HOLDING S.P.A., IN COMPLIANCE WITH ART. 2502 OF THE ITALIAN CIVIL CODE, AND CONSEQUENT RESOLUTIONS. E2 APPROVAL OF THE PROPOSAL TO INCREASE THE SHARE Management For No No CAPITAL, AS MORE FULLY DESCRIBED IN THE NOTICE OF MEETING. E3 GENERAL REVISION OF THE BY-LAWS AND AMENDMENTS Management For No No TO SECTIONS 5 AND 12 OF THE REGULATION FOR SHAREHOLDERS MEETINGS. E4 RESOLUTIONS REGARDING CONVERSION OF THE SHAREHOLDERS Management For No No EQUITY ACCOUNT UNDER LAW 342/2000 AS AMENDED BY LAW 350/2003. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 17,000 17,000 04/27/2004
------------------------------------------------------------------------------------------------------------------------------------ LAMSON & SESSIONS CO. LMS Annual Meeting Date: 04/30/2004 Issuer: 513696 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVE THE LAMSON & SESSIONS CO. 1998 INCENTIVE Management For No No EQUITY PLAN (AS AMENDED AND RESTATED AS OF APRIL 30, 2004). Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 35,000 35,000 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ FARGO ELECTRONICS, INC. FRGO Annual Meeting Date: 05/04/2004 Issuer: 30744P ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 2,000 2,000 04/28/2004
------------------------------------------------------------------------------------------------------------------------------------ NASHUA CORPORATION NSH Annual Meeting Date: 05/04/2004 Issuer: 631226 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVE THE 2004 VALUE CREATION INCENTIVE PLAN. Management Abstain Yes No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 47,000 47,000 04/26/2004
------------------------------------------------------------------------------------------------------------------------------------ STRATEGIC DIAGNOSTICS INC. SDIX Annual Meeting Date: 05/04/2004 Issuer: 862700 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AUTHORIZATION OF AMENDMENT TO INCREASE NUMBER Management Against Yes No OF SHARES AVAILABLE FOR AWARD UNDER THE 2000 STOCK INCENTIVE PLAN BY 800,000 FROM 3,200,000 TO 4,000,000 Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 16,500 16,500 04/28/2004
------------------------------------------------------------------------------------------------------------------------------------ YOUNG BROADCASTING INC. YBTVA Annual Meeting Date: 05/04/2004 Issuer: 987434 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE THE YOUNG BROADCASTING INC. Management For No No 2004 EQUITY INCENTIVE PLAN. 03 PROPOSAL TO APPROVE THE YOUNG BROADCASTING INC. Management For No No 2003 NON- EMPLOYEE DIRECTORS DEFERRED STOCK UNIT PLAN. 04 PROPOSAL TO APPROVE AN AMENDMENT TO THE YOUNG Management For No No BROADCASTING INC. 2001 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE TOTAL NUMBER OF SHARES AVAILABLE THEREUNDER FROM 50,000 TO 100,000. 05 PROPOSAL TO RATIFY SELECTION OF ERNST & YOUNG Management For No No LLP AS INDEPENDENT AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 30,000 30,000 04/28/2004
------------------------------------------------------------------------------------------------------------------------------------ AQUILA, INC. ILA Annual Meeting Date: 05/05/2004 Issuer: 03840P ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 36,776 36,776 04/29/2004
------------------------------------------------------------------------------------------------------------------------------------ BRUKER BIOSCIENCE CORPORATION BRKR Annual Meeting Date: 05/05/2004 Issuer: 116794 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY, Management For No No CONFIRM AND APPROVE THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT CERTIFIED PUBLIC AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 7,000 7,000 05/04/2004
------------------------------------------------------------------------------------------------------------------------------------ EL PASO ELECTRIC COMPANY EE Annual Meeting Date: 05/05/2004 Issuer: 283677 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 854 10,000 10,000 04/08/2004
------------------------------------------------------------------------------------------------------------------------------------ LODGENET ENTERTAINMENT CORPORATION LNET Annual Meeting Date: 05/05/2004 Issuer: 540211 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS. Management For No No TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 03 OTHER BUSINESS. TO TRANSACT SUCH OTHER BUSINESS Management For No No AS MAY PROPERLY COME BEFORE THE MEETING AND AT ANY AND ALL ADJOURNMENTS THEREOF. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 4,000 4,000 04/29/2004
------------------------------------------------------------------------------------------------------------------------------------ WATTS WATER TECHNOLOGIES, INC. WTS Annual Meeting Date: 05/05/2004 Issuer: 942749 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Management For No No AUDITORS OF THE COMPANY FOR THE CURRENT FISCAL YEAR. 03 TO APPROVE THE WATTS WATER TECHNOLOGIES, INC. Management Against Yes No 2004 STOCK INCENTIVE PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 1,100 1,100 05/04/2004
------------------------------------------------------------------------------------------------------------------------------------ YOUNG INNOVATIONS, INC. YDNT Annual Meeting Date: 05/05/2004 Issuer: 987520 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 8,100 8,100 04/29/2004
------------------------------------------------------------------------------------------------------------------------------------ CHESAPEAKE UTILITIES CORPORATION CPK Annual Meeting Date: 05/06/2004 Issuer: 165303 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 19,700 19,700 04/30/2004
------------------------------------------------------------------------------------------------------------------------------------ NORTHRIM BANCORP, INC. NRIM Annual Meeting Date: 05/06/2004 Issuer: 666762 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF STOCK INCENTIVE PLAN. TO APPROVE Management Against Yes No THE NORTHRIM BANCORP, INC. 2004 STOCK INCENTIVE PLAN Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 7,500 7,500 05/05/2004
------------------------------------------------------------------------------------------------------------------------------------ NTL INCORPORATED NTLI Annual Meeting Date: 05/06/2004 Issuer: 62940M ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Management For No No THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 03 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Management For No No THE NTL 2003 STOCK OPTION PLAN. 04 ADOPTION OF SHARE ISSUANCE FEATURE OF THE NTL Management For No No GROUP 2004 BONUS SCHEME. 05 ADOPTION OF NTL INCORPORATED SHARESAVE PLAN. Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 922 922 04/30/2004
------------------------------------------------------------------------------------------------------------------------------------ TRANSPRO, INC. TPR Annual Meeting Date: 05/06/2004 Issuer: 893885 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No LLP AS THE COMPANY S INDEPENDENT AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 159,000 159,000 04/30/2004
------------------------------------------------------------------------------------------------------------------------------------ TYLER TECHNOLOGIES, INC. TYL Annual Meeting Date: 05/06/2004 Issuer: 902252 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AMENDMENT TO THE TYLER STOCK OPTION PLAN. Management Against Yes No 03 ADOPTION OF THE TYLER EMPLOYEE STOCK PURCHASE Management For No No PLAN. 04 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Management For No No AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 60,000 60,000 05/05/2004
------------------------------------------------------------------------------------------------------------------------------------ STARTEK, INC. SRT Annual Meeting Date: 05/07/2004 Issuer: 85569C ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO AMEND THE STOCK OPTION PLAN TO INCREASE THE Management For No No MAXIMUM NUMBER OF SHARES AVAILABLE FOR AWARD UNDER THE PLAN FROM 1,585,000 TO 1,835,000. 03 TO AMEND THE DIRECTOR STOCK OPTION PLAN TO INCREASE Management For No No THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR AWARD UNDER THE PLAN FROM 90,000 TO 140,000. 04 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For No No AS INDEPENDENT AUDITORS FOR THE COMPANY. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 1,000 1,000 05/03/2004
------------------------------------------------------------------------------------------------------------------------------------ AMERICAN LOCKER GROUP INCORPORATED ALGI Annual Meeting Date: 05/11/2004 Issuer: 027284 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 6,000 6,000 05/06/2004
------------------------------------------------------------------------------------------------------------------------------------ BIW LIMITED BIW Annual Meeting Date: 05/11/2004 Issuer: 05547U ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO CONSIDER AND VOTE ON THE APPROVAL OF DWORKEN, Management For No No HILLMAN, LAMORTE & STERCZALA, P.C. AS THE COMPANY S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 1,500 1,500 05/06/2004
------------------------------------------------------------------------------------------------------------------------------------ MAINE AND MARITIMES CORP MAM Annual Meeting Date: 05/11/2004 Issuer: 560377 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AMENDING THE COMPANY S CHARTER TO INCREASE THE Management For No No MAXIMUM AGE DIRECTORS MAY STAND FOR ELECTION TO 78. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 10,000 10,000 05/06/2004
------------------------------------------------------------------------------------------------------------------------------------ MGE ENERGY, INC. MGEE Annual Meeting Date: 05/11/2004 Issuer: 55277P ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 20,000 20,000 05/06/2004
------------------------------------------------------------------------------------------------------------------------------------ MIDAS, INC. MDS Annual Meeting Date: 05/11/2004 Issuer: 595626 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Management For No No THE INDEPENDENT AUDITORS OF MIDAS, INC. FOR THE FISCAL YEAR ENDING JANUARY 1, 2005. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 100,000 100,000 05/06/2004
------------------------------------------------------------------------------------------------------------------------------------ TROJAN TECHNOLOGIES INC. TJNTF Annual Meeting Date: 05/11/2004 Issuer: 896924 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 THE ELECTION OF DIRECTORS AS SET OUT IN THE MANAGEMENT Management For No No INFORMATION CIRCULAR FOR THE MEETING. 02 THE APPOINTMENT OF AUDITORS AS SET OUT IN THE Management For No No MANAGEMENT INFORMATION CIRCULAR FOR THE MEETING AND THE AUTHORIZATION OF THE DIRECTORS TO ESTABLISH THE AUDITORS REMUNERATION. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 10,000 10,000 05/06/2004
------------------------------------------------------------------------------------------------------------------------------------ BEASLEY BROADCAST GROUP, INC. BBGI Annual Meeting Date: 05/12/2004 Issuer: 074014 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AMENDMENT OF THE 2000 EQUITY PLAN. Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 32,500 32,500 05/10/2004
------------------------------------------------------------------------------------------------------------------------------------ PACKAGING DYNAMICS CORPORATION PKDY Annual Meeting Date: 05/12/2004 Issuer: 695160 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No LLP AS AUDITORS FOR THE CORPORATION FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 16,300 16,300 05/10/2004
------------------------------------------------------------------------------------------------------------------------------------ PRIMEDIA INC. PRM Annual Meeting Date: 05/12/2004 Issuer: 74157K ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY AND APPROVE THE SELECTION BY THE BOARD Management For No No OF DIRECTORS OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 85,000 85,000 05/10/2004
------------------------------------------------------------------------------------------------------------------------------------ BKF CAPITAL GROUP, INC. BKF Annual Meeting Date: 05/13/2004 Issuer: 05548G ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management Witheld Yes No 02 TO RATIFY THE SELECTION OF GRANT THORNTON LLP Management For No No AS INDEPENDENT AUDITORS FOR THE COMPANY. 03 TO APPROVE A STOCKHOLDER PROPOSAL RELATING TO Shareholder For Yes No THE COMPANY S STOCKHOLDER RIGHTS PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 15,900 15,900 05/13/2004
------------------------------------------------------------------------------------------------------------------------------------ CORE MOLDING TECHNOLOGIES, INC. CMT Annual Meeting Date: 05/13/2004 Issuer: 218683 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Management For No No LLP AS AUDITORS FOR CORE MOLDING FOR THE YEAR ENDING DECEMBER 31, 2004. 03 TO CONSIDER AND ACT UPON OTHER BUSINESS AS MAY Management For No No PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS OF THE MEETING. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 101,500 101,500 05/11/2004
------------------------------------------------------------------------------------------------------------------------------------ WATER PIK TECHNOLOGIES, INC. PIK Annual Meeting Date: 05/13/2004 Issuer: 94113U ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management Unvoted No 02 AMENDMENT OF THE COMPANY S 1999 INCENTIVE PLAN. Management Unvoted No 03 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, Management Unvoted No LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING SEPTEMBER 30, 2004. 04 STOCKHOLDER PROPOSAL - BOARD DECLASSIFICATION. Shareholder Unvoted No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 23,100 0 GABELLI MIGHTY MITES FUND 382722 100 23,100 0 ------------------------------------------------------------------------------------------------------------------------------------ EXACTECH, INC. EXAC Annual Meeting Date: 05/14/2004 Issuer: 30064E ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Management For No No LLP TO SERVE AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 15,100 15,100 05/12/2004
------------------------------------------------------------------------------------------------------------------------------------ OLD DOMINION FREIGHT LINE, INC. ODFL Annual Meeting Date: 05/17/2004 Issuer: 679580 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO AMEND THE ARTICLES OF INCORPORATION TO ELIMINATE Management For No No DIRECTOR AND OFFICER LIABILITY UNDER CERTAIN CIRCUMSTANCES. 03 TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE Shareholder For No No THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 10,800 10,800 05/12/2004
------------------------------------------------------------------------------------------------------------------------------------ ROTO-ROOTER, INC. Annual Meeting Date: 05/17/2004 Issuer: 778787 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE AND ADOPT THE COMPANY S 2004 STOCK Management Against Yes No INCENTIVE PLAN. 03 TO APPROVE AN AMENDMENT TO THE COMPANY S 2002 Management For No No EXECUTIVE LONG- TERM INCENTIVE PLAN. 04 TO APPROVE AN AMENDMENT TO THE COMPANY S CERTIFICATE Shareholder For No No OF INCORPORATION, AS AMENDED, INCREASING THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK FROM 15,000,000 SHARES TO 40,000,000 SHARES. 05 TO APPROVE AN AMENDMENT TO THE COMPANY S CERTIFICATE Management For No No OF INCORPORATION, AS AMENDED, CHANGING THE COMPANY S NAME TO CHEMED CORPORATION. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 4,000 4,000 05/13/2004
------------------------------------------------------------------------------------------------------------------------------------ BERKSHIRE BANCORP INC. BERK Annual Meeting Date: 05/18/2004 Issuer: 084597 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 REVERSE STOCK SPLIT Shareholder For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 9,700 9,700 05/17/2004
------------------------------------------------------------------------------------------------------------------------------------ FLUSHING FINANCIAL CORPORATION FFIC Annual Meeting Date: 05/18/2004 Issuer: 343873 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No LLP AS AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 37,500 37,500 05/13/2004
------------------------------------------------------------------------------------------------------------------------------------ POORE BROTHERS, INC. SNAK Annual Meeting Date: 05/18/2004 Issuer: 732813 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE AN AMENDMENT TO THE POORE Management Against Yes No BROTHERS, INC. 1995 STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE RESERVED FOR ISSUANCE THEREUNDER BY 500,000 SHARES FROM 2,500,000 TO 3,000,000 SHARES. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 5,000 5,000 05/14/2004
------------------------------------------------------------------------------------------------------------------------------------ RURAL CELLULAR CORPORATION RCCC Annual Meeting Date: 05/18/2004 Issuer: 781904 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management Withheld Yes No 02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT Management For No No AUDITORS FOR THE COMPANY S 2004 FISCAL YEAR Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 10,000 10,000 05/17/2004
------------------------------------------------------------------------------------------------------------------------------------ SOUTHERN ENERGY HOMES, INC. SEHI Annual Meeting Date: 05/18/2004 Issuer: 842814 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 155,000 155,000 05/13/2004
------------------------------------------------------------------------------------------------------------------------------------ CAVALIER HOMES, INC. CAV Annual Meeting Date: 05/19/2004 Issuer: 149507 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT Management For No No OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS. 03 OTHER MATTERS: IN THEIR DISCRETION, UPON SUCH Management For No No OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 40,000 40,000 05/14/2004
------------------------------------------------------------------------------------------------------------------------------------ HANMI FINANCIAL CORPORATION HAFC Annual Meeting Date: 05/19/2004 Issuer: 410495 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 INCREASE NUMBER OF AUTHORIZED SHARES. TO AMEND Shareholder For No No THE HANMI CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK THAT MAY BE ISSUED FROM 50 MILLION SHARES TO 200 MILLION SHARES. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 5,933 5,933 05/14/2004
------------------------------------------------------------------------------------------------------------------------------------ HORIZON TELCOM, INC. HRZTA Annual Meeting Date: 05/19/2004 Issuer: 440441 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 80 80 05/18/2004
------------------------------------------------------------------------------------------------------------------------------------ MIDDLESEX WATER COMPANY MSEX Annual Meeting Date: 05/19/2004 Issuer: 596680 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE Management For No No LLP AS AUDITORS FOR THE COMPANY FOR THE YEAR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 14,666 14,666 05/14/2004
------------------------------------------------------------------------------------------------------------------------------------ COMMUNICATIONS SYSTEMS, INC. JCS Annual Meeting Date: 05/20/2004 Issuer: 203900 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S Management Against Yes No STOCK PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 8,000 8,000 05/18/2004
------------------------------------------------------------------------------------------------------------------------------------ GREEN MOUNTAIN POWER CORPORATION GMP Annual Meeting Date: 05/20/2004 Issuer: 393154 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Management For No No & TOUCHE AS THE INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR 2004. 03 THE PROPOSAL TO AMEND AND RESTATE THE COMPANY S Management For No No S RESTATED ARTICLES OF ASSOCIATION. 04 THE PROPOSAL TO APPROVE THE 2004 STOCK INCENTIVE Management Against Yes No PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 24,600 24,600 05/18/2004
------------------------------------------------------------------------------------------------------------------------------------ NEW ULM TELECOM, INC. NULM Annual Meeting Date: 05/20/2004 Issuer: 649060 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 A PROPOSAL TO AMEND ARTICLE III, SECTION 2 OF Management For No No THE COMPANY S ARTICLES OF INCORPORATION, WHICH CURRENTLY PROVIDES THAT NO INDIVIDUAL SHAREHOLDER, PARTNERSHIP, CORPORATION OR FIDUCIARY SHALL OWN EITHER IN THEIR, HIS OR HER OWN RIGHT OR JOINTLY WITH ANOTHER PARTY MORE THAN SEVEN PERCENT (7%) OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY, AS DESCRIBED IN THE STATEMENT. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 6,876 6,876 05/18/2004
------------------------------------------------------------------------------------------------------------------------------------ STANDARD MOTOR PRODUCTS, INC. SMP Annual Meeting Date: 05/20/2004 Issuer: 853666 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management Witheld Yes No 02 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For No No THE COMPANY S 2004 OMNIBUS STOCK OPTION PLAN UNDER WHICH 500,000 SHARES OF THE COMPANY S COMMON STOCK WILL BE AVAILABLE FOR ISSUANCE THEREUNDER. 03 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Management For No No THE COMPANY S 2004 INDEPENDENT OUTSIDE DIRECTORS STOCK OPTION PLAN WHICH 50,000 SHARES OF THE COMPANY S COMMON STOCK WILL BE AVAILABLE FOR ISSUANCE THEREUNDER. 04 SHAREHOLDER PROPOSAL CONCERNING PREFERRED SHARE Shareholder For Yes No PURCHASE RIGHTS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 48,100 48,100 05/20/2004
------------------------------------------------------------------------------------------------------------------------------------ PAXSON COMMUNICATIONS CORPORATION Annual Meeting Date: 05/21/2004 Issuer: 704231 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & Management For No No YOUNG LLP AS THE COMPANY S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 90,000 90,000 05/18/2004
------------------------------------------------------------------------------------------------------------------------------------ THORATEC CORPORATION THOR Annual Meeting Date: 05/21/2004 Issuer: 885175 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 307 30,000 30,000 05/19/2004
------------------------------------------------------------------------------------------------------------------------------------ VITRIA TECHNOLOGY, INC. VITR Annual Meeting Date: 05/21/2004 Issuer: 92849Q ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Management For No No AS INDEPENDENT AUDITORS OF THE COMPANY FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 401 40,000 40,000 05/19/2004
------------------------------------------------------------------------------------------------------------------------------------ BOSTON BEER COMPANY, INC. SAM Annual Meeting Date: 05/25/2004 Issuer: 100557 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 15,000 15,000 05/22/2004
------------------------------------------------------------------------------------------------------------------------------------ DEL LABORATORIES, INC. DLI Annual Meeting Date: 05/25/2004 Issuer: 245091 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RE-APPROVAL OF THE 1999 AMENDED AND RESTATED Management For No No ANNUAL INCENTIVE PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 15,000 15,000 05/21/2004
------------------------------------------------------------------------------------------------------------------------------------ TIB FINANCIAL CORP. TIBB Annual Meeting Date: 05/25/2004 Issuer: 872449 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE RESTATED ARTICLES OF INCORPORATION Management For No No 03 APPROVAL OF THE TIB FINANCIAL CORP. 2004 EQUITY Management For No No INCENTIVE PLAN Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 103 500 500 05/20/2004
------------------------------------------------------------------------------------------------------------------------------------ GRAY TELEVISION, INC. GTN Annual Meeting Date: 05/26/2004 Issuer: 389375 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 THE PROPOSAL TO APPROVE THE AMENDMENT TO THE Management For No No GRAY TELEVISION, INC. 2002 LONG TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES. 03 THE PROPOSAL TO APPROVE THE AMENDMENT TO GRAY S Shareholder For No No RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50,000,000 AUTHORIZED SHARES TO 100,000,000 AUTHORIZED SHARES. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 34,500 34,500 05/21/2004
------------------------------------------------------------------------------------------------------------------------------------ ACME COMMUNICATIONS, INC. ACME Annual Meeting Date: 05/27/2004 Issuer: 004631 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Management For No No INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 60,000 60,000 05/21/2004
------------------------------------------------------------------------------------------------------------------------------------ CONCORDE CAREER COLLEGES, INC. CCDC Annual Meeting Date: 05/27/2004 Issuer: 20651H ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE APPOINTMENT OF BKD LLP AS Management For No No THE INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 201 16,500 16,500 05/21/2004
------------------------------------------------------------------------------------------------------------------------------------ KATY INDUSTRIES, INC. KT Annual Meeting Date: 05/27/2004 Issuer: 486026 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Management For No No LLP AS THE INDEPENDENT PUBLIC AUDITORS OF KATY. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 64,000 64,000 05/21/2004
------------------------------------------------------------------------------------------------------------------------------------ ICU MEDICAL, INC. ICUI Annual Meeting Date: 05/28/2004 Issuer: 44930G ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO RATIFY SELECTION OF DELOITTE & TOUCHE Management For No No LLP AS AUDITORS FOR THE COMPANY. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 11,000 11,000 05/24/2004
------------------------------------------------------------------------------------------------------------------------------------ EDGEWATER TECHNOLOGY, INC. EDGW Annual Meeting Date: 06/02/2004 Issuer: 280358 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Management For No No & TOUCHE, LLP AS INDEPENDENT AUDITORS FOR THE COMPANY. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 80,100 80,100 05/24/2004
------------------------------------------------------------------------------------------------------------------------------------ WHX CORPORATION WHX Annual Meeting Date: 06/02/2004 Issuer: 929248 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 409 7,666 7,666 06/02/2004 Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management Witheld Yes No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 201 5,500 5,500 06/02/2004 GABELLI MIGHTY MITES FUND 382722 300 22,000 22,000 06/02/2004
------------------------------------------------------------------------------------------------------------------------------------ CANTERBURY PARK HOLDING CORPORATION ECP Annual Meeting Date: 06/03/2004 Issuer: 13811E ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY S Management Against Yes No STOCK PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 10,500 10,500 05/28/2004
------------------------------------------------------------------------------------------------------------------------------------ CROWN MEDIA HOLDINGS, INC. CRWN Annual Meeting Date: 06/03/2004 Issuer: 228411 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 40,000 40,000 05/25/2004
------------------------------------------------------------------------------------------------------------------------------------ SL INDUSTRIES, INC. SLI Annual Meeting Date: 06/09/2004 Issuer: 784413 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON Management For No No LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 24,600 24,600 05/27/2004
------------------------------------------------------------------------------------------------------------------------------------ VITALWORKS INC. VWKS Annual Meeting Date: 06/09/2004 Issuer: 928483 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP Management For No No AS INDEPENDENT AUDITORS FOR VITALWORKS INC. FOR THE YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 210,000 210,000 05/27/2004
------------------------------------------------------------------------------------------------------------------------------------ SALEM COMMUNICATIONS CORPORATION SALM Annual Meeting Date: 06/10/2004 Issuer: 794093 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Management For No No LLP AS SALEM S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 12,000 12,000 05/27/2004
------------------------------------------------------------------------------------------------------------------------------------ PETROLEUM DEVELOPMENT CORPORATION PETD Annual Meeting Date: 06/11/2004 Issuer: 716578 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC Management For No No ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 03 TO APPROVE THE 2004 LONG-TERM EQUITY COMPENSATION Management Against Yes No PLAN. 04 TO APPROVE THE NON-EMPLOYEE DIRECTOR DEFERRED Management For No No COMPENSATION PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 10,000 10,000 06/10/2004
------------------------------------------------------------------------------------------------------------------------------------ SUREWEST COMMUNICATIONS SURW Annual Meeting Date: 06/11/2004 Issuer: 868733 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 1,000 1,000 06/02/2004
------------------------------------------------------------------------------------------------------------------------------------ LIFEWAY FOODS, INC. LWAY Annual Meeting Date: 06/12/2004 Issuer: 531914 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF GLEESON, SKLAR, SAWYERS & CUMPATA Management For No No LLP AS INDEPENDENT AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 11,000 11,000 06/02/2004
------------------------------------------------------------------------------------------------------------------------------------ COMMUNITY SERVICE COMMUNICATIONS, IN CMYS Annual Meeting Date: 06/15/2004 Issuer: 20404P ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 VOTE TO FIX NUMBER OF DIRECTORS AT FOUR. Management For No No 02 DIRECTOR Management For No No 03 VOTE TO APPROVE AND ADOPT THE PLAN OF COMPLETE Management For No No LIQUIDATION AND DISSOLUTION OF THE COMPANY. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 203 8,260 8,260 06/11/2004
------------------------------------------------------------------------------------------------------------------------------------ PATRIOT NATIONAL BANCORP, INC. PNBK Annual Meeting Date: 06/15/2004 Issuer: 70336F ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION. Shareholder Against Yes No 03 PROPOSAL TO RATIFY THE APPOINTMENT OF MCGLADREY Management For No No & PULLEN, LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 104 3,500 3,500 06/08/2004
------------------------------------------------------------------------------------------------------------------------------------ CPI AEROSTRUCTURES, INC. CVU Annual Meeting Date: 06/16/2004 Issuer: 125919 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 308 13,300 13,300 06/08/2004
------------------------------------------------------------------------------------------------------------------------------------ MOVADO GROUP, INC. MOV Annual Meeting Date: 06/17/2004 Issuer: 624580 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO RATIFY AND APPROVE THE SELECTION BY THE BOARD Management For No No OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 31, 2005. 03 TO APPROVE EXTENDING THE TERM OF THE COMPANY S Management For No No DEFERRED COMPENSATION PLAN FOR EXECUTIVES, AS AMENDED AND RESTATED. 04 TO APPROVE THE ADOPTION OF AN AMENDMENT AND RESTATEMENT Management For No No OF THE COMPANY S 1996 STOCK INCENTIVE PLAN. 05 TO APPROVE AN AMENDMENT TO THE COMPANY S RESTATED Shareholder For No No CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMMON STOCK AND CLASS A COMMON STOCK. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 6,000 6,000 06/08/2004
------------------------------------------------------------------------------------------------------------------------------------ WILLIAM H. SADLIER, INC. SADL Annual Meeting Date: 06/17/2004 Issuer: 786327 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 4,000 4,000 06/04/2004
------------------------------------------------------------------------------------------------------------------------------------ AVIALL, INC. AVL Annual Meeting Date: 06/18/2004 Issuer: 05366B ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 APPROVAL OF THE AMENDMENT TO THE AVIALL, INC. Management Against Yes No AMENDED AND RESTATED 1998 DIRECTORS STOCK PLAN. 03 APPROVAL OF THE AMENDMENT TO THE AVIALL, INC. Management Against Yes No 1998 STOCK INCENTIVE PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 2,500 2,500 06/17/2004
------------------------------------------------------------------------------------------------------------------------------------ BIOSITE INCORPORATED BSTE Annual Meeting Date: 06/18/2004 Issuer: 090945 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management Against Yes No COMPANY S 1996 STOCK INCENTIVE PLAN. 03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE Management For No No COMPANY S EMPLOYEE STOCK PURCHASE PLAN. 04 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Management For No No OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 12,000 12,000 06/17/2004
------------------------------------------------------------------------------------------------------------------------------------ INTERPORE INTERNATIONAL, INC. BONZ Special Meeting Date: 06/18/2004 Issuer: 46062W ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN Management For No No OF MERGER, DATED AS OF MARCH 7, 2004, BY AND AMONG INTERPORE INTERNATIONAL, INC., A DELAWARE CORPORATION, BIOMET, INC., AN INDIANA CORPORATION, AND LAKER ACQUISITION CORP. I, A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF BIOMET. 02 ANY PROPOSAL PRESENTED BY INTERPORE S MANAGEMENT Management For No No TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO A LATER DATE, BUT IN NO EVENT LATER THAN OCTOBER 1, 2004, INCLUDING AN ADJOURNMENT OR POSTPONEMENT TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 80,000 80,000 05/26/2004
------------------------------------------------------------------------------------------------------------------------------------ NWH, INC. NWIR Annual Meeting Date: 06/18/2004 Issuer: 62946E ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF PRICEWATERHOUSECOOPERS L.L.P. Management For No No AS THE COMPANY S INDEPENDENT AUDITORS Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 10,000 10,000 06/10/2004
------------------------------------------------------------------------------------------------------------------------------------ ZORAN CORPORATION ZRAN Annual Meeting Date: 06/18/2004 Issuer: 98975F ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE THE ADOPTION OF ZORAN S 2004 EQUITY Management Against Yes No INCENTIVE PLAN. 03 TO APPROVE AN AMENDMENT TO ZORAN S 1995 OUTSIDE Management Against Yes No DIRECTORS STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 100,000. 04 TO APPROVE AN AMENDMENT TO ZORAN S 1995 EMPLOYEE Management For No No STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 250,000. 05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No LLP AS ZORAN S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 12,000 12,000 06/17/2004
------------------------------------------------------------------------------------------------------------------------------------ CAVCO INDUSTRIES, INC. CVCO Annual Meeting Date: 06/22/2004 Issuer: 149568 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 ELECTION OF JACQUELINE DOUT AS A DIRECTOR TO Management For No No SERVE UNTIL THE ANNUAL MEETING OF STOCKHOLDERS IN 2007. 02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Management For No No LLP AS INDEPENDENT AUDITOR FOR FISCAL YEAR 2005. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 107 60,000 60,000 06/10/2004
------------------------------------------------------------------------------------------------------------------------------------ NMT MEDICAL, INC. NMTI Annual Meeting Date: 06/22/2004 Issuer: 629294 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 Management Against Yes No STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY S COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER FROM 700,000 SHARES TO 1,100,000 SHARES. 03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Management For No No AS THE COMPANY S INDEPENDENT AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 109 2,500 2,500 06/17/2004
------------------------------------------------------------------------------------------------------------------------------------ NET PERCEPTIONS, INC. NETP Annual Meeting Date: 06/23/2004 Issuer: 64107U ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 101 500,000 500,000 06/11/2004
------------------------------------------------------------------------------------------------------------------------------------ GRIFFIN LAND & NURSERIES, INC. GRIF Annual Meeting Date: 06/24/2004 Issuer: 398231 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AUTHORIZATION OF THE SELECTION OF INDEPENDENT Management For No No ACCOUNTANTS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 100 7,100 7,100 06/11/2004
------------------------------------------------------------------------------------------------------------------------------------ MATERIAL SCIENCES CORPORATION MSC Annual Meeting Date: 06/24/2004 Issuer: 576674 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 AUTHORIZE PROXIES TO VOTE UPON SUCH OTHER BUSINESS Management For No No AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 25,000 25,000 06/11/2004
------------------------------------------------------------------------------------------------------------------------------------ RAYTECH CORPORATION RAY Annual Meeting Date: 06/24/2004 Issuer: 755103 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Management For No No LLP AS AUDITORS FOR 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 108 45,000 45,000 06/17/2004
------------------------------------------------------------------------------------------------------------------------------------ KENSEY NASH CORPORATION KNSY Special Meeting Date: 06/28/2004 Issuer: 490057 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 PROPOSAL TO APPROVE THE FOURTH AMENDED AND RESTATED Management Against Yes No KENSEY NASH CORPORATION EMPLOYEE INCENTIVE COMPENSATION PLAN. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 24,000 24,000 06/18/2004
------------------------------------------------------------------------------------------------------------------------------------ ORTHOFIX INTERNATIONAL N.V. OFIX Annual Meeting Date: 06/29/2004 Issuer: N6748L ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 PROPOSAL TO APPROVE ORTHOFIX INTERNATIONAL N.V. Management Against Yes No 2004 LONG-TERM INCENTIVE PLAN. 3A PROPOSAL TO APPROVE AMENDMENT TO ARTICLES OF Shareholder For No No ASSOCIATION TO INCREASE THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE. 3B PROPOSAL TO APPROVE AMENDMENT TO ARTICLES OF Management For No No ASSOCIATION TO MAKE OTHER CHANGES. 04 PROPOSAL TO APPROVE THE BALANCE SHEET AND INCOME Management For No No STATEMENT AT AND FOR THE YEAR ENDED DECEMBER 31, 2003. 05 PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG Management For No No AS INDEPENDENT AUDITORS FOR ORTHOFIX AND ITS SUBSIDIARIES FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 102 4,000 4,000 06/18/2004
------------------------------------------------------------------------------------------------------------------------------------ PETROLEUM GEO-SERVICES ASA Annual Meeting Date: 06/30/2004 Issuer: 716599 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 APPROVAL OF THE ELECTION OF ONE PERSON TO COUNTERSIGN Management For No No THE MINUTES. 04 APPROVAL OF THE AUDITORS FEE FOR 2003. Management For No No 05 APPROVAL OF THE BOARD MEMBERS FEE FOR 2003. Management For No No 06 APPROVAL OF THE PRINCIPLES FOR THE MEMBERS OF Management For No No THE BOARD OF DIRECTORS FEE FOR THE PERIOD OCTOBER 16, 2003 TO OCTOBER 16, 2005. 07 APPROVAL OF THE INDEMNIFICATION OF BOARD MEMBERS. Management For No No Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 19 19 06/17/2004
------------------------------------------------------------------------------------------------------------------------------------ SRS LABS, INC. SRSL Annual Meeting Date: 06/30/2004 Issuer: 78464M ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 DIRECTOR Management For No No 02 RATIFICATION OF INDEPENDENT AUDITORS: PROPOSAL Management For No No TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE COMPANY S INDEPENDENT AUDITORS. Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 106 1,000 1,000 06/25/2004
------------------------------------------------------------------------------------------------------------------------------------ STOLT OFFSHORE S.A. SOSA Special Meeting Date: 06/30/2004 Issuer: 861567 ISIN: SEDOL: ------------------------------------------------------------------------------------------------------------------------------------ Vote Group: GLOBAL Proposal Proposal Vote Against Contrary to Number Proposal Type Cast Mgmt. Policy ------------------------------------------------------------------------------------------------------------------------------------ 01 TO INCREASE THE NUMBER OF THE MEMBERS OF THE Management For No No BOARD OF DIRECTORS OF THE COMPANY FROM SEVEN TO NINE. 02 TO ELECT DIRECTORS OF THE COMPANY. (A) GEORGE Management For No No DOREMUS (B) TROND WESTLIE Custodian Stock Ballot Voted Vote Account Name Account Class Shares Shares Date -------------------------------------------------------------------------------------------------------------------------- GABELLI MIGHTY MITES FUND 382722 105 10,000 10,000 06/19/2004
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant The Gabelli Westwood Funds --------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer (Principal Executive Officer) Date August 18, 2004 --------------------------------------------------------------------------- *Print the name and title of each signing officer under his or her signature.